Regulatory Approvals and Related Matters. Except where prohibited by applicable Legal Requirements, and subject to the Confidentiality Agreement, the Stockholder and GHX shall consult with the other party prior to taking a position with respect to any filing required under Section 5.6(a) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with any Governmental Body in connection with this Agreement, the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, each of the Stockholder and GHX need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt of: (i) any comments from any officials of any Governmental Body in connection with any filings made pursuant hereto or pursuant to the Merger Agreement, and (ii) any request by any officials of any Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of the Merger Agreement, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate with respect to the filing by GHX with the applicable Governmental Body of such amendment or supplement.
Appears in 4 contracts
Sources: Exchange Agreement (University Healthsystem Consortium), Exchange Agreement (Neoforma Inc), Exchange Agreement (Global Healthcare Exchange, LLC)
Regulatory Approvals and Related Matters. Except where prohibited (a) Each of Iris and ▇▇▇▇▇▇ shall give the other Party prompt notice of the commencement or known threat of commencement of any Legal Proceeding by applicable Legal Requirements, and subject or before any Governmental Entity with respect to the Confidentiality AgreementMerger or any of the Contemplated Transactions, the Stockholder and GHX shall consult with keep the other party prior reasonably informed as to taking a position with respect to the status of any filing required under Section 5.6(a) of the Merger Agreement, shall permit the other to review and discuss in advancesuch Legal Proceeding or threat, and consider in good faith the views connection with any such Legal Proceeding, each of Iris or Meadow will permit authorized representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection withwith any document, opinion or proposal made or submitted to any analysesGovernmental Entity in connection with any such Legal Proceeding.
(b) Subject to the immediately following sentence, appearances▇▇▇▇▇▇ and ▇▇▇▇ shall use reasonable best efforts to take, presentationsor cause to be taken, memorandaall actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, briefs, white papers, arguments, opinions each Party to this Agreement: (i) shall make all filings (if any) and proposals before making give all notices (if any) required to be made and given by such party in connection with the Merger and the other Contemplated Transactions; (ii) shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Law) by such party in connection with the Merger or submitting any of the foregoing other Contemplated Transactions; and (iii) shall use reasonable best efforts to lift any Governmental Body restraint, injunction or other legal bar to the Merger.
(c) Iris and Meadow each shall, upon request by the other, promptly furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, Joint Proxy Statement/Prospectus and any other statement, filing, notice or application made by or on behalf of GHX Meadow, Iris or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Contemplated Transactions.
(d) Iris and Meadow each shall promptly furnish the other with copies of notices or other communications received by ▇▇▇▇ or Meadow, as the case may be, or any investigations or proceedings in connection of their respective Subsidiaries from any third party and/or any Governmental Entity with this Agreement, the Merger Agreement or respect to the Contemplated Transactions, coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with any Governmental Body in connection with this Agreement, the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, each of the Stockholder and GHX need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt of: (i) any comments from any officials of any Governmental Body in connection with any filings made pursuant hereto or pursuant to the Merger Agreement, and (ii) any request by any officials of any Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of the Merger Agreement, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate with respect to the filing by GHX with the applicable Governmental Body of such amendment or supplementthan immaterial communications.
Appears in 3 contracts
Sources: Merger Agreement (Infinity Pharmaceuticals, Inc.), Merger Agreement (Infinity Pharmaceuticals, Inc.), Agreement and Plan of Merger (MEI Pharma, Inc.)
Regulatory Approvals and Related Matters. Except where prohibited (a) Each party hereto shall cooperate with each other party and shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by applicable Legal Requirementssuch party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, including filings under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, and subject to submit promptly any information reasonably requested by any Governmental Body. Each of the Confidentiality Agreement, the Stockholder Company and GHX Parent shall consult with give the other party prior to taking a position prompt notice upon becoming aware of the commencement or known threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to any filing required under Section 5.6(a) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views or any of the other in connection withContemplated Transactions, keep the other party reasonably informed as to the status of any analysessuch Legal Proceeding or threat, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with any Governmental Body in connection with this Agreement, the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submissionLegal Proceeding, each of the Stockholder and GHX need not supply Company or Parent will permit authorized representatives of the other (party to be present at each meeting or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access conference relating to any such properties Legal Proceeding and to have access to and be consulted in connection with any document, opinion or information proposal made or submitted to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt of: (i) any comments from any officials of any Governmental Body in connection with any filings made pursuant hereto such Legal Proceeding.
(b) Parent and the Company shall use reasonable best efforts to take, or pursuant cause to be taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, each party to this Agreement: (i) shall make all filings, registrations, notifications or submissions (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other Contemplated Transactions; (ii) any request by any officials of any Governmental Body for amendments shall use reasonable best efforts to obtain each Consent (if any) or supplements Order required to any filings made be obtained (pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other Contemplated Transactions (provided that in no event occurs that is shall Parent, Purchaser, the Company or any of its Subsidiaries be required to be set forth in an amendment pay any monies or supplement agree to any filing made pursuant material undertaking in connection with the foregoing); and (iii) shall use reasonable best efforts to Section 5.6(a) of the Merger Agreementlift any restraint, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate with respect injunction or other legal bar to the filing by GHX with the applicable Governmental Body of such amendment or supplementMerger.
Appears in 3 contracts
Sources: Merger Agreement (La Jolla Pharmaceutical Co), Merger Agreement (La Jolla Pharmaceutical Co), Merger Agreement (Innoviva, Inc.)
Regulatory Approvals and Related Matters. Except where prohibited (a) Each party shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by applicable Legal Requirementssuch party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and subject to submit promptly any additional information requested by any such Governmental Body. Without limiting the Confidentiality generality of the foregoing, the Company and Parent shall, promptly (and in any event within 10 days) after the date of this Agreement, prepare and file the Stockholder notifications required under any Legal Requirement that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”) in connection with the Merger. The Company and GHX Parent each shall consult with promptly (i) supply the other party prior with any information which may be required in order to taking a position effectuate notices, reports, documents or other filings with respect to any filing required under Section 5.6(a) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body required to be made pursuant to any Antitrust Laws (including the HSR Act) (the “Antitrust Filings”); and (ii) supply any additional information which reasonably may be required by or on behalf of GHX in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with any Governmental Body in connection with this Agreement, Antitrust Filings or which the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, each parties may reasonably deem appropriate. Each of the Stockholder Company and GHX need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX Parent will notify the Stockholder other party promptly upon the receipt of: of (iA) any comments from any officials of any Governmental Body Bodies in connection with any filings Antitrust Filings made pursuant hereto or pursuant to the Merger Agreement, hereto; and (iiB) any request by any officials of any Governmental Body Bodies for amendments or supplements to any filings Antitrust Filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements, including the requirements of the HSR Act. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of Antitrust Filings, the Merger AgreementCompany or Parent, GHX as the case may be, will promptly inform the Stockholder other party of such occurrence and the Stockholder and GHX will cooperate with respect to the in filing by GHX with the applicable Governmental Body of such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other Contemplated Transactions, keep the other party reasonably informed as to the status of any such Legal Proceeding or threat, and in connection with any such Legal Proceeding, each of the Company or Parent will permit authorized representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Proceeding.
(b) Subject to Section 6.04(c), Parent and the Company shall each use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.04(c), each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other Contemplated Transactions; (ii) shall use best reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other Contemplated Transactions; and (iii) shall use reasonable best efforts to lift any restraint, injunction or other legal bar to the Merger. The Company and Parent shall each furnish to the other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. In addition, each of the parties hereto shall consult with the other with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any third party (including any Governmental Body) or any other information supplied by such party to a third party in connection with this Agreement and the other Contemplated Transactions.
(c) Notwithstanding anything to the contrary contained in this Section 6.04, neither Parent, Merger Sub or the Company shall have any obligation under this Agreement to divest or agree to divest (or cause any of its Subsidiaries to divest or agree to divest) any of its respective material businesses, material product lines or material assets, or to take or agree to take (or cause any of its Subsidiaries to take or agree to take) any other material action or agree (or cause any of its Subsidiaries to agree) to any material limitation or material restriction on any of its respective material businesses, material product lines or material assets.
Appears in 3 contracts
Sources: Merger Agreement (Symyx Technologies Inc), Merger Agreement (Symyx Technologies Inc), Merger Agreement (Symyx Technologies Inc)
Regulatory Approvals and Related Matters. (a) Each party shall use commercially reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act and under any other Legal Requirement that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws") in connection with the Merger. The Company and Parent shall use commercially reasonable efforts to respond as promptly as practicable to: (i) any inquiries or requests (including any "second request") received from the Federal Trade Commission or the U.S. Department of Justice ("FTC/DOJ") for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters.
(b) Subject to compliance with applicable Legal Requirements, Parent shall use commercially reasonable efforts to provide to the Company, and the Company shall use commercially reasonable efforts to provide to Parent, as promptly as practicable any information that is required in order to effectuate any filings or applications by Parent or the Company, as the case may be, pursuant to Section 5.7(a). Except where prohibited by applicable Legal Requirements, and subject to the Confidentiality Agreement and the Joint Defense Agreement, each of the Stockholder Company and GHX Parent shall use commercially reasonable efforts to: (i) consult with the other party prior to taking a position with respect to any filing required under Section 5.6(a) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views of the other party regarding material positions being taken in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing material filings to any Governmental Body by or on behalf of GHX be made under Antitrust Laws in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, coordinate with the other in preparing and exchanging such information and promptly Merger; (ii) provide the other (and its counsel) as promptly as practicable with copies of all filings, presentations or material filings and material written submissions (and a summary of any oral presentations) made by GHX such party with any Governmental Body under any Antitrust Law in connection with the Merger.
(c) Parent and the Company shall use commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, each party to this Agreement, the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, each of the Stockholder and GHX need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt of: (i) any comments from any officials of any Governmental Body shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with any filings made pursuant hereto or pursuant to the Merger Agreement, and the other Contemplated Transactions; and (ii) any request by any officials of any Governmental Body for amendments or supplements shall use commercially reasonable efforts to any filings made obtain each Consent (if any) required to be obtained (pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever Requirement or Contract, or otherwise) by such party in connection with the Merger or any event occurs that of the other Contemplated Transactions.
(d) Notwithstanding anything to the contrary contained in this Section 5.7 or elsewhere in this Agreement, if any administrative or judicial proceeding is required instituted (or threatened to be set forth in an amendment or supplement to instituted) challenging any filing made pursuant to Section 5.6(a) of the Contemplated Transactions as violative of any Antitrust Law, Parent, Merger Agreement, GHX will promptly inform the Stockholder of such occurrence Sub and the Stockholder Company shall use their reasonable best efforts to: (i) contest, resist or resolve any such proceeding; and GHX will cooperate with respect (ii) to the filing by GHX with the applicable Governmental Body of have vacated, lifted, reversed or overturned any injunction resulting from such amendment or supplementproceeding.
Appears in 3 contracts
Sources: Merger Agreement (Macromedia Inc), Merger Agreement (Adobe Systems Inc), Merger Agreement (Adobe Systems Inc)
Regulatory Approvals and Related Matters. Except where prohibited (a) Each party shall use commercially reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Offer, the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement and in any event within ten (10) business days, prepare and file: (i) the notification and report forms required to be filed under the HSR Act in connection with the Offer, the Merger and the other Contemplated Transactions; and (ii) if required in connection with the Offer, the Merger and the other Contemplated Transactions, all notifications and other documents under all applicable foreign antitrust- or competition-related Legal Requirements. The Company and Parent shall respond as promptly as practicable to: (A) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation; and (B) any inquiries or requests received from any state attorney general, and subject to foreign antitrust or competition authority or other Governmental Body in connection with antitrust or competition matters. At the Confidentiality Agreementrequest of Parent, the Stockholder and GHX Company shall consult with the agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any other party prior to taking a position action with respect to any filing required under Section 5.6(a) of the businesses, product lines or assets of the Company, provided that any such action is conditioned upon the consummation of the Offer or the Merger.
(b) Subject to the limitations set forth in Section 6.5(c), Parent and the Company shall use commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger Agreement, shall permit and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, but subject to review the limitations set forth in Section 6.5(c), each party to this Agreement: (i) shall make all filings (if any) and discuss give all notices (if any) required to be made and given by such party or any of its Subsidiaries in advance, connection with the Offer and consider the Merger and the other Contemplated Transactions; (ii) shall use commercially reasonable efforts to obtain each Consent (if any) required to be obtained pursuant to any applicable Legal Requirement by such party or any of its Subsidiaries in good faith connection with the views Offer and the Merger or any of the other in connection withContemplated Transactions; and (iii) shall use commercially reasonable efforts to lift any restraint, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making injunction or submitting other legal bar to the Offer or the Merger or any of the foregoing other Contemplated Transactions. Each of Parent and the Company shall provide the other party with a copy of each proposed filing with or other submission to any Governmental Body by relating to any of the Contemplated Transactions (including the notification and report forms filed under the HSR Act and other written correspondence with the Federal Trade Commission or on behalf the Department of GHX Justice, or with any state attorney general, foreign antitrust or competition authority or other Governmental Body in connection with antitrust or competition matters), and shall give the other party a reasonable time prior to making such filing or other submission in which to review and comment on such proposed filing or other submission. Each of Parent and the Company shall promptly deliver to the other party a copy of each such filing or other submission made, each notice given and each Consent obtained. Subject to applicable Legal Requirements and the instructions of any investigations or proceedings in connection with this AgreementGovernmental Body, the Merger Agreement or Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the Contemplated Transactions, coordinate with including promptly furnishing the other in preparing and exchanging with copies of notices or other written communications received by the Company or Parent, as the case may be, from any Governmental Body and/or third party with respect to such information and promptly Contemplated Transactions, and, to the extent practicable under the circumstances, shall provide the other (party and its counsel) counsel with copies of all filings, presentations or submissions (and a summary of the opportunity to participate in any oral presentations) made by GHX meeting with any Governmental Body in respect of any filing, investigation or other inquiry in connection with the Contemplated Transactions.
(c) Notwithstanding anything to the contrary contained in this Section 6.6 or elsewhere in this Agreement, neither Parent nor Acquisition Sub shall have any obligation under this Agreement to take any of the Merger Agreement following actions, if Parent determines in good faith that taking such actions could reasonably be expected to materially affect the business or interests of Parent, any of Parent’s Subsidiaries or the Contemplated Transactions; provided that with respect to Surviving Corporation in any such filing, presentation or submission, each of the Stockholder and GHX need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt ofadverse way: (i) to dispose of or transfer or cause any comments from of its Subsidiaries to dispose of or transfer any officials assets, or to commit to cause the Company to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause the Company to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any technology, software or other Intellectual Property or Intellectual Property Right, or to commit to cause the Company to license or otherwise make available to any Person any technology, software or other Intellectual Property or Intellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause the Company to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment, or to commit to cause the Company to make any commitment (to any Governmental Body in connection with or otherwise) regarding its future operations or the future operations of the Company; or (vi) to contest any filings made pursuant hereto Legal Proceeding or pursuant any order, writ, injunction or decree relating to the Offer or the Merger Agreement, and (ii) or any request by any officials of any Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of the Merger Agreement, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate with respect to the filing by GHX with the applicable Governmental Body of such amendment or supplementother Contemplated Transactions.
Appears in 2 contracts
Sources: Merger Agreement (Green Mountain Coffee Roasters Inc), Merger Agreement (Diedrich Coffee Inc)
Regulatory Approvals and Related Matters. (a) Each party shall use reasonable best efforts to file, as promptly as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions. Without limiting the generality of the foregoing, the Company and Parent shall, as promptly as practicable after the date of this Agreement, prepare and file the notifications required under the HSR Act and under any other Legal Requirement that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”) in connection with the Merger.
(b) Parent, Merger Sub and the Company each shall promptly supply the other parties with any information that may be required in order to effectuate any filings or applications pursuant to Section 5.6(a). Except where prohibited by applicable Legal Requirements, and subject to the Confidentiality Agreement, each of the Stockholder Company and GHX shall Parent shall, (i) consult with the other party prior to taking a position with respect to any filing required under Section 5.6(asuch filing, (ii) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX any party to this Agreement in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, (iii) coordinate with the other in preparing and exchanging such information information, and (iv) promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX such party with any Governmental Body in connection with this Agreement, the Merger Agreement or the Contemplated Transactions; provided that provided, that, with respect to any such filing, presentation or submission, each of Parent and the Stockholder and GHX Company need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement.
(c) The Company and Parent shall use reasonable best efforts to respond to and comply as promptly as practicable with: (i) any inquiries or requests (including any “second request” for information) received from the Federal Trade Commission or the U.S. Department of Justice for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters. GHX Each party will notify the Stockholder other promptly upon the receipt of: of (iA) any comments from any officials of any Governmental Body in connection with any filings made pursuant hereto or pursuant to the Merger this Agreement, and (iiB) any request by any officials of any Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of the Merger Agreement), GHX each party will promptly inform the Stockholder other of such occurrence and the Stockholder and GHX will cooperate with respect to the in filing by GHX with the applicable Governmental Body of such amendment or supplement.
(d) Subject to the limitations set forth in Section 5.6(f), Parent and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other Contemplated Transactions; and (ii) shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other Contemplated Transactions. At the request of Parent, the Company shall agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any other action with respect to any of the businesses, product lines or assets of the Acquired Corporations, provided that any such action is conditioned upon the consummation of the Merger. Each of Parent and the Company shall provide the other party with a copy of each proposed filing with or other submission to any Governmental Body relating to any of the Contemplated Transactions, and shall give the other party a reasonable time prior to making such filing or other submission in which to review and comment on such proposed filing or other submission. The Company shall promptly deliver to Parent a copy of each such filing or other submission made, each notice given and each Consent obtained by any Acquired Corporation during the Pre-Closing Period.
(e) If any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violating any Antitrust Law, Parent, Merger Sub and the Company shall use their reasonable best efforts to: (i) contest, resist or resolve any such proceeding or action; and (ii) to have vacated, lifted, reversed or overturned any injunction resulting from such proceeding or action, including, but not limited to, entering into negotiations withy any applicable Governmental Body.
(f) Notwithstanding anything to the contrary contained in this Section 5.6 or elsewhere in this Agreement, neither Parent nor Merger Sub shall have any obligation under this Agreement to take any of the following actions, if Parent determines in good faith that taking such actions would reasonably be expected to affect the business or interests of Parent, any of Parent’s Subsidiaries or any of the Acquired Corporations in any material adverse way: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any Intellectual Property or Intellectual Property Right, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any Intellectual Property or Intellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; or (v) to make or cause any of its Subsidiaries to make any commitment, or to commit to cause any of the Acquired Corporations to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations.
Appears in 2 contracts
Sources: Merger Agreement (LEO Pharma a/S), Merger Agreement (Peplin Inc)
Regulatory Approvals and Related Matters. Except where prohibited (a) Each party shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by applicable Legal Requirementssuch party with any Governmental Body with respect to the Offer, the Merger and the other Contemplated Transactions, and subject to submit promptly any additional information requested by any such Governmental Body. Without limiting the Confidentiality generality of the foregoing, the Company and Parent shall, promptly (and in any event within 10 Business Days) after the date of this Agreement, prepare and file the Stockholder notifications required under the HSR Act in connection with the Offer and GHX the Merger. The Company and Parent each shall consult with promptly (i) supply the other party prior with any information which may be required in order to taking a position effectuate notices, reports, documents or other filings with respect to any filing required under Section 5.6(a) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body required to be made pursuant to the HSR Act (the “Antitrust Filings”); and (ii) supply any additional information which reasonably may be required by or on behalf of GHX in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with any Governmental Body in connection with this Agreement, Antitrust Filings or which the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, each parties may reasonably deem appropriate. Each of the Stockholder Company and GHX need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX Parent will notify the Stockholder other party promptly upon the receipt of: of (iA) any comments from any officials of any Governmental Body Bodies in connection with any filings Antitrust Filings made pursuant hereto or pursuant to the Merger Agreement, hereto; and (iiB) any request by any officials of any Governmental Body Bodies for amendments or supplements to any filings Antitrust Filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirementsthe requirements of the HSR Act. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of Antitrust Filings, the Merger AgreementCompany or Parent, GHX as the case may be, will promptly inform the Stockholder other party of such occurrence and the Stockholder and GHX will cooperate with respect to the in filing by GHX with the applicable Governmental Body of such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Offer, the Merger or any of the other Contemplated Transactions, keep the other party reasonably informed as to the status of any such Legal Proceeding or threat, and in connection with any such Legal Proceeding, each of the Company or Parent will permit authorized representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Proceeding.
(b) Subject to Section 6.6(c), Parent, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary or advisable to satisfy each of the conditions set forth in Annex A and Section 7, respectively, consummate the Offer and the Merger and make effective the other Contemplated Transactions (provided that no party shall be required to waive any of the conditions set forth in Annex A or Section 7 to its obligations to consummate the Offer, the Merger and the other Contemplated Transactions). Without limiting the generality of the foregoing, but subject to Section 6.6(c), each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer, the Merger and the other Contemplated Transactions; (ii) shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer, the Merger or any of the other Contemplated Transactions; and (iii) shall use reasonable best efforts to lift any restraint, injunction or other legal bar to the Offer or the Merger.
(c) Notwithstanding anything to the contrary contained in this Section 6.6, neither Parent, Merger Sub or the Company shall have any obligation under this Agreement to divest or agree to divest (or cause any of its Subsidiaries to divest or agree to divest) any of its respective material businesses, material product lines or material assets, or to take or agree to take (or cause any of its Subsidiaries to take or agree to take) any other material action or agree (or cause any of its Subsidiaries to agree) to any material limitation or material restriction on any of its respective material businesses, material product lines or material assets.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Allos Therapeutics Inc), Merger Agreement (Spectrum Pharmaceuticals Inc)
Regulatory Approvals and Related Matters. (a) Each of Marvell, HoldCo and the Company shall use their respective reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Mergers and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing:
(i) the Company and Marvell shall: (A) promptly as practicable after the date of this Agreement (but in no event later than 10 Business Days after the date of this Agreement with respect to filings under the HSR Act) prepare, file and submit the notifications, reports and other documents required under the HSR Act and any applicable foreign antitrust or competition laws or regulations in connection with the Mergers and the other Contemplated Transactions; and (B) respond as promptly as practicable to (1) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (2) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters; and
(ii) except to the extent Marvell determines otherwise, each Principal Party shall (A) as soon as possible after a Requesting Authority asserts or attempts to assert jurisdiction over, or requests, requires or attempts to require a filing or submission relating to, the Bermuda Merger, the Delaware Merger or any of the other Contemplated Transactions, and consistent with any Legal Requirement, file and submit (in accordance with each Legal Requirement that may be applicable or that such Requesting Authority asserts to be applicable) all notices, reports and other non-privileged documents required or requested by such Requesting Authority to be filed or submitted on behalf of such Principal Party, and (B) respond as promptly as possible to any inquiries or requests received from such Requesting Authority for additional non-privileged information or non-privileged documentation.
(b) Subject to the confidentiality provisions of the Confidentiality Agreement, Marvell and the Company each shall promptly supply the other Principal Party with any information which may be required in order to effectuate any filings (including applications) or submissions pursuant to (and to otherwise comply with its obligations or the obligations of its Subsidiaries set forth in) Section 5.9(a).
(c) Except where prohibited by applicable Legal RequirementsRequirements or any Governmental Body, and subject to Section 5.9(b) and the confidentiality provisions of the Confidentiality Agreement, the Stockholder and GHX shall each Principal Party shall: (i) consult with the other party Principal Party in good faith prior to taking a position with respect to any filing or submission required under by Section 5.6(a5.9(a); (ii) of the Merger Agreement, shall permit the other Principal Party to review and discuss in advance, and consider in good faith the views of the other Principal Party in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and or proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX any party hereto in connection with any investigations filing or proceedings in connection submission required by Section 5.9(a) or any Legal Proceeding involving a Governmental Body with regulatory authority related to this Agreement, the Merger Agreement or any of the Contemplated Transactions, ; (iii) coordinate with the other Principal Party in preparing and exchanging such information and information; (iv) promptly provide the other Principal Party (and its counsel) with copies of all filings, presentations or notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) made or submitted by GHX such Principal Party with or to any Governmental Body in connection with this Agreementany filing or submission required by Section 5.9(a); and (v) provide the other Principal Party with reasonable notice of and opportunity to participate in any substantive conversation or meeting with a Governmental Body required by Section 5.9(a). Neither Marvell nor the Company shall commit to or agree (or permit any of their respective Subsidiaries to commit to or agree) with any Governmental Body to stay, toll or extend any applicable waiting period under any applicable antitrust laws without the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, each prior written consent of the Stockholder and GHX need other Principal Party (such consent not supply to be unreasonably withheld, conditioned or delayed).
(d) Each Principal Party shall notify the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder Principal Party promptly upon the receipt of: (i) any comments communication from any officials official of any Governmental Body in connection with any filings filing or submission made pursuant hereto to this Agreement; (ii) Knowledge of the commencement or pursuant threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Delaware Merger, the Bermuda Merger Agreement, or any of the other Contemplated Transactions (and shall keep the other Principal Party informed as to the status of any such Legal Proceeding or threat); and (iiiii) any request by any officials official of any Governmental Body for amendments any amendment or supplements supplement to any filings filing or submission made pursuant to, to this Agreement or any information provided required to comply in all material respects withwith any Legal Requirement applicable to the Delaware Merger, the Bermuda Merger or any applicable Legal Requirementsof the other Contemplated Transactions. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing or submission made pursuant to Section 5.6(a) 5.9(a), each Principal Party shall (promptly upon learning of the Merger Agreement, GHX will promptly occurrence of such event) inform the Stockholder other Principal Party of the occurrence of such occurrence event and the Stockholder and GHX will cooperate in filing with respect or submitting to the filing by GHX with the applicable Governmental Body of such amendment or supplement.
(e) Subject to Section 5.9(f), each of Marvell, HoldCo and the Company shall use its reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Mergers and make effective the other Contemplated Transactions on a timely basis (other than with respect to obtaining Consents under Contracts, for which each of Marvell, HoldCo and the Company shall use commercially reasonable efforts). Without limiting the generality of the foregoing, but subject to Section 5.9(f), each party: (i) shall make all filings (if any), give all notices (if any) and provide all information (if any) required to be made, given or provided by such party in connection with the Bermuda Merger, the Delaware Merger or any of the other Contemplated Transactions; (ii) shall consult with such party’s employees to the extent required under any applicable Legal Requirement in connection with the Mergers or any of the other Contemplated Transactions; and (iii) shall use its reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement) by such party in connection with the Delaware Merger, the Bermuda Merger or any of the other Contemplated Transactions. Each Principal Party shall consult with the other Principal Party with respect to all of the matters contemplated by clauses “(i),” “(ii)” and “(iii)” of the preceding sentence, and will keep the other Principal Party apprised of the status of matters relating to the consummation of the Contemplated Transactions. At the request of Marvell, the Company shall use reasonable best efforts to cause the divestiture, holding separate or taking of any other action with respect to any of the businesses, product lines or assets of the Inphi Entities (provided that any such action is conditioned upon the consummation of the Mergers).
(f) Notwithstanding anything to the contrary contained in Section 5.9(e) or elsewhere in this Agreement: (i) no Marvell Entity shall have any obligation under this Agreement to: (A) propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, disposition or license (or similar arrangement) of, or limit Marvell’s freedom of action with respect to, any of the businesses, product lines or assets of any Marvell Entity or any Inphi Entity, or otherwise propose, proffer or agree to any other requirement, obligation, condition, limitation or restriction on any of the businesses, product lines or assets of any Marvell Entity or any Inphi Entity, unless the actions referred to in this clause “(A)” (1) are reasonably necessary to satisfy the conditions set forth in Sections 6.8 and 7.8 and (2) would not, individually or in the aggregate, reasonably be expected to result in a significant impact on the strategic or financial benefits of the Mergers to Marvell; (B) amend or modify any of Marvell’s, HoldCo’s, Bermuda Merger Sub’s or Delaware Merger Sub’s rights or obligations under this Agreement; or (C) restructure or commit to restructure any of the Contemplated Transactions; (ii) none of the Inphi Entities shall, except with the prior written consent of Marvell, agree, commit or propose, or encourage any Governmental Body, to take or request any of the actions described in clause “(i)(A)” above; (iii) Marvell shall have no obligation to commence or contest, or cause any other Marvell Entity or any of their respective Affiliates to commence or contest, any Legal Proceeding relating to the Delaware Merger, the Bermuda Merger or any of the other Contemplated Transactions if Marvell reasonably determines in good faith that contesting such Legal Proceeding would not be advisable; (iv) if Marvell reasonably determines in good faith that contesting a Legal Proceeding referred to in clause “(iv)” above would not be advisable, none of the Inphi Entities shall have any obligation to contest such Legal Proceeding; and (v) nothing in Section 5.9(e) or elsewhere in this Agreement shall require Marvell to, directly or indirectly, divest, transfer or otherwise dispose of, hold separate or commit to cause any of its Subsidiaries or Affiliates to divest, transfer or otherwise dispose of or hold separate all or any portion of (A) the ASIC business of the Marvell Entities, (B) the copper PHY business of the Marvell Entities or (C) any of the businesses, product lines or assets of any Inphi Entity.
Appears in 2 contracts
Sources: Merger Agreement (Marvell Technology Group LTD), Agreement and Plan of Merger and Reorganization (INPHI Corp)
Regulatory Approvals and Related Matters. (a) Each of Parent and the Company shall use its reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such Party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall: (A) within ten Business Days after the date of this Agreement, prepare, file and submit the notifications, reports and other documents required under the HSR Act and, as promptly as reasonably practicable after the date of this Agreement, any applicable foreign Antitrust Laws in connection with the Merger and the other Contemplated Transactions; and (B) respond as promptly as practicable to (1) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (2) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters.
(b) Subject to the confidentiality provisions of the Confidentiality Agreement, Parent and the Company each shall use its reasonable best efforts to promptly supply the other with any information which may be required in order to effectuate any filings (including applications) or submissions pursuant to (and to otherwise comply with its obligations set forth in) Section 5.8(a). Notwithstanding anything to the contrary contained in this Section 5.8 or elsewhere in this Agreement, but subject to the consultation, coordination and information sharing provisions of Section 5.8(c), Parent: (i) shall have the principal responsibility for devising and implementing the strategy of the Parties with respect to seeking any actions or Consents of any Governmental Body with respect to the Merger and the other Contemplated Transactions and coordinating any contacts with any Governmental Body; and (ii) shall take the lead in all meetings and communications with any Governmental Body in connection with obtaining any such action or Consent.
(c) Except where prohibited by applicable Legal RequirementsRequirements or any Governmental Body, and subject to the confidentiality provisions of the Confidentiality Agreement, each of Parent and the Stockholder and GHX shall Company shall: (i) consult with the other party Party in good faith prior to taking a position with respect to any filing or submission required under by Section 5.6(a5.8(a); (ii) of the Merger Agreement, shall permit the other Party to review and discuss in advance, and, subject to clauses “(i)” and “(ii)” of Section 5.8(b), consider in good faith the views of the other Party in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and or proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX any Party in connection with any investigations filing or proceedings in connection submission required by Section 5.8(a) or any Legal Proceeding involving a Governmental Body with regulatory authority related to this Agreement, the Merger Agreement or any of the Contemplated Transactions, ; (iii) coordinate with the other Party in preparing and exchanging such information information; and (iv) promptly provide the other Party (and its counsel) with copies of all filings, presentations or notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) made or submitted by GHX such Party with or to any Governmental Body in connection with this Agreement, the Merger Agreement any filing or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, each submission required by Section 5.8(a).
(d) Each of the Stockholder Company and GHX need not supply Parent shall notify the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder Party promptly upon the receipt of: (i) any comments communication from any officials official of any Governmental Body in connection with any filings filing or submission made pursuant hereto to this Agreement; (ii) knowledge of the commencement or pursuant threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger Agreement, or any of the other Contemplated Transactions (and shall keep the other Party informed as to the status of any such Legal Proceeding or threat); and (iiiii) any request by any officials official of any Governmental Body for amendments any amendment or supplements supplement to any filings filing or submission made pursuant to, to this Agreement or any information provided required to comply in all material respects with, with any Legal Requirement applicable Legal Requirementsto the Merger or any of the other Contemplated Transactions. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing or submission made pursuant to Section 5.6(a) 5.8(a), each of the Merger Agreement, GHX will Company and Parent shall (promptly upon learning of the occurrence of such event) inform the Stockholder other Party of the occurrence of such occurrence event and the Stockholder and GHX will cooperate in filing with respect or submitting to the filing by GHX with the applicable Governmental Body of such amendment or supplement.
(e) Subject to Section 5.8(f), each of Parent and the Company shall use its reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactions on a timely basis (and in any event prior to the End Date). Without limiting the generality of the foregoing, but subject to Section 5.8(f), each of Parent and the Company: (i) shall make all filings (if any), give all notices (if any) and provide all information (if any) required to be made, given or provided by such Party in connection with the Merger or any of the other Contemplated Transactions; (ii) shall consult with such Party’s employees to the extent required under any applicable Legal Requirement in connection with the Merger or any of the other Contemplated Transactions; and (iii) shall use its reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such Party in connection with the Merger or any of the other Contemplated Transactions. Each of the Company and Parent shall consult with the other Party with respect to all of the matters contemplated by clauses “(i),” “(ii)” and “(iii)” of the preceding sentence, and shall keep the other Party apprised of the status of matters relating to the consummation of the Contemplated Transactions. At the request of Parent, the Company shall cause the divestiture, holding separate or taking of any other action with respect to any of the businesses, product lines or assets of the Acquired Companies (provided that any such action is effective no earlier than the Effective Time and is conditioned upon the consummation of the Merger).
(f) Notwithstanding anything to the contrary contained in Section 5.8(e) or elsewhere in this Agreement: (i) no Parent Entity shall have any obligation under this Agreement to: (A) propose, negotiate, commit to or effect (by consent decree, hold separate order or otherwise) the sale, divestiture, disposition or license (or similar arrangement) of, or limit Parent’s freedom of action with respect to, any of the businesses, product lines or assets of any Parent Entity or any Acquired Company, or otherwise propose, proffer or agree to any other requirement, obligation, condition, limitation or restriction on any of the businesses, product lines or assets of any Parent Entity or any Acquired Company, unless the actions referred to in this clause “(A)”: (1) are reasonably necessary to satisfy the conditions set forth in Section 6 or Section 7 and (2) would not, individually or in the aggregate, reasonably be expected to result in a material and negative impact on (x) the business of the Acquired Companies, (y) the business of the Parent Entities, or (z) the expected benefits to Parent (including anticipated synergies) of the Merger; (B) commence or contest, or cause any other Parent Entity or any of their respective Affiliates to commence or contest, any litigation against a Governmental Body to obtain any waiting period expiration or termination, Governmental Authorization or other Consent under any Antitrust Law, foreign direct investment Legal Requirement or similar Legal Requirement in connection with the Merger or any of the other Contemplated Transactions; (C) amend or modify any of Parent’s or Merger Sub’s rights or obligations under this Agreement; or (D) restructure or commit to restructure any of the Contemplated Transactions; and (ii) none of the Acquired Companies shall, except with the prior written consent of Parent, agree, commit or propose, or encourage any Governmental Body, to take or request any of the actions described in clause “(i)(A)” above.
Appears in 2 contracts
Sources: Merger Agreement (Momentive Global Inc.), Merger Agreement (Momentive Global Inc.)
Regulatory Approvals and Related Matters. (a) Each party shall use best efforts to file, as soon as practicable after the Equity Syndication Period End Date, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, within five business days after the Equity Syndication Period End Date, prepare and file the notifications required under the HSR Act and any applicable foreign antitrust or competition laws or regulations in connection with the Merger. The Company and Parent shall respond as promptly as practicable to: (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters.
(b) Subject to the confidentiality provisions of the Confidentiality Agreement, Parent and the Company each shall promptly supply the other with any information which may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) Section 5.4(a). Except where prohibited by applicable Legal RequirementsRequirements or any Governmental Body, and subject to confidentiality provisions of the Confidentiality Agreement, each of Parent and the Stockholder and GHX shall Company shall: (i) consult with the other party prior to taking a position with respect to any filing required under Section 5.6(asuch filing; (ii) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any filings, analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX any party hereto in connection with any investigations or proceedings in connection with Legal Proceeding related solely to this Agreement, the Merger Agreement or the Contemplated Transactionstransactions contemplated hereby (including any such Legal Proceeding relating to any antitrust, competition or fair trade Legal Requirement); (iii) coordinate with the other in preparing and exchanging such information and information; (iv) promptly provide the other (and its counsel) with copies of all filings, presentations or notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) made or submitted by GHX such party with or to any Governmental Body in connection with related solely to this Agreement, the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, each of the Stockholder and GHX need not supply (v) give the other (or its counsel) party reasonable advance notice of all meetings with copies (or, in case of oral presentations, a summary) any Governmental Body relating to the extent that any Legal Requirement applicable foregoing and an opportunity to participate in such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to meeting.
(c) Each of Parent and the extent required by any existing confidentiality or non-disclosure agreement. GHX will Company shall notify the Stockholder other promptly upon the receipt of: (i) any comments communication from any officials official of any Governmental Body in connection with any filings filing made pursuant hereto to this Agreement; (ii) knowledge of the commencement or pursuant threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger Agreement, or any of the other Contemplated Transactions (and shall keep the other party informed as to the status of any such Legal Proceeding or threat); and (iiiii) any request by any officials official of any Governmental Body for amendments any amendment or supplements supplement to any filings filing made pursuant to, to this Agreement or any information provided required to comply in all material respects with, with any Legal Requirements applicable Legal Requirementsto the Merger or any of the other Contemplated Transactions. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) 5.4(a), Parent or the Company, as the case may be, shall (promptly upon learning of the Merger Agreement, GHX will promptly occurrence of such event) inform the Stockholder other of the occurrence of such occurrence event and the Stockholder and GHX will cooperate with respect to the in filing by GHX with the applicable Governmental Body of such amendment or supplement.
(d) Subject to Section 5.4(e), Parent and the Company shall use best efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactions, including by: (i) using reasonable best efforts after the Equity Syndication Period End Date to make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other Contemplated Transactions (other than, in each case, the filings and notices contemplated by Section 5.1 and Section 5.3, which shall be governed by such sections); (ii) using best efforts after the Equity Syndication Period End Date to obtain each Governmental Authorization required to be obtained pursuant to any Legal Requirement; and (iii) using best efforts to lift any restraint, injunction or other legal bar to the Merger.
(e) Without limiting the generality of the foregoing, if a Legal Proceeding is threatened or instituted by any Governmental Body or any other entity challenging the validity or legality or seeking to restrain the consummation of the Merger or any of the other Contemplated Transactions, Parent shall use its best efforts to avoid, resist, resolve or, if necessary, defend such suit or action. Parent shall promptly and diligently pursue, at its sole cost and expense, any or all of the following actions to the extent necessary to eliminate any concerns on the part of, or to satisfy any conditions imposed by, any Governmental Body regarding the consummation of the transactions contemplated hereby: (i) resisting fully, vigorously and in good faith (including by the institution or defense of legal proceedings) any request for, or the entry of, and seeking to have vacated or terminated, any order of any Governmental Body that could restrain, prevent, or delay the consummation of the transactions contemplated hereby, (ii) proposing and entering into good faith negotiations, providing information, making proposals, and entering into and performing contracts or submitting to orders regarding (A) the sale, divestiture, licensing, holding separate, or other disposition (and whether through the establishment of a trust or otherwise) of any assets, operations, businesses, divisions, or customers (including, after the Closing, any of such items of the Company or any of its Subsidiaries) of Parent or any of its Affiliates, and/or (B) the termination or modification of any contract or other business relationship, including the taking of any action that limits the freedom of action, of Parent or any of its Affiliates (including, after the Closing, the Company or any of its Subsidiaries), and (iii) promptly take and diligently pursue all other actions and do all other things necessary and proper to avoid or eliminate each and every impediment under any Legal Requirement that may be asserted by any Governmental Body or any other Person to the consummation of the Merger or any of the other Contemplated Transactions. For the avoidance of doubt, notwithstanding anything in this Section 5.4 to the contrary, nothing in this Section 5.4 shall require the Acquired Companies to take, or cause to be taken, any action with respect to their respective assets, businesses or Subsidiaries that is not conditioned upon the consummation of the Contemplated Transactions. Neither Parent nor the Company shall withdraw its Notification and Report Form that it files pursuant to the HSR Act, or commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under the HSR Act, other applicable antitrust or competition laws or regulations, or any other Legal Requirement applicable to the Contemplated Transactions or otherwise agree not to close the Merger for some period of time, without the prior written consent of the other.
(f) The Company, Merger Sub, and Parent shall cooperate with one another in determining whether any Consent (other than those Consents contemplated by Section 5.3, which shall be governed by such section) from a third party is required in connection with the consummation of the Contemplated Transactions, and the Company shall use reasonable best efforts to obtain the Consents set forth on Part 5.4(f) of the Disclosure Schedule; provided, that, for the avoidance of doubt, in no event shall the Company be required to expend any money (other than nominal amounts), commence litigation or pay or grant any other form of compensation to any such Person in connection with obtaining such Person’s Consent; provided further, for the avoidance of doubt, the failure to obtain any such Consent shall not, in and of itself, be a breach of this Agreement by the Company and the receipt of any such Consent shall not, except as expressly set forth in Section 6, be a condition to the obligations of Parent and Merger Sub to consummate the Merger.
(g) Subject to the terms and conditions herein provided, each of the Company, Parent and Merger Sub shall not, and shall cause their Affiliates not to, acquire businesses or assets or enter into any agreement to acquire any businesses or assets if such action would reasonably be expected to materially delay, hinder or prohibit consummation of the Merger or the other Contemplated Transactions.
(h) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 5.4, each of the Company, Parent and Merger Sub agree to use their best efforts to obtain the CFIUS Clearance. Such best efforts shall include, promptly after the Equity Syndication Period End Date, making or causing to be made a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the parties that it has no questions or comments. Such best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Contemplated Transactions, within the time periods specified by 31 C.F.R. §800.403(a)(3), or otherwise specified by the CFIUS staff. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other parties to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other parties of any communication received by such parties from, or given by such parties to, CFIUS, by promptly providing copies to the other parties of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting, telephone call or conference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any telephonic conferences or in-person meetings with CFIUS, in each of clauses “(i),” “(ii)” and “(iii)” of this Section 5.4(h), subject to confidentiality considerations contemplated by the DPA or required by CFIUS. With respect to Parent and Merger Sub, best efforts shall also include agreeing, on behalf of itself and its Affiliates, at its or their sole cost and expense to any action, condition or restriction required by CFIUS in connection with the CFIUS Clearance (including entering into any mitigation agreement with CFIUS as may be required) in order to receive the CFIUS Clearance. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, in the event that the President decides to suspend or prohibit the Contemplated Transactions (a “CFIUS Turndown”), none of Parent, Merger Sub or the Company shall have any further obligation to seek CFIUS Clearance. None of Parent, Merger Sub or the Company shall take or permit any of its controlled Affiliates to take any action that would reasonably be expected to prevent, materially delay or materially impede the receipt of the CFIUS Clearance.
(i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 5.4, each of the Company, Parent and Merger Sub agree to use their best efforts and cooperate with each other to satisfy the ITAR Pre-Notification Requirement. The Company shall, promptly after the Equity Syndication Period End Date, make or cause to be made a notification to DDTC, as provided for in 22 C.F.R. § 122.4(b) and DDTC’s 60-Day Notice Guidance, and promptly respond to all questions and comments received from DDTC regarding such notification. The Company shall, in connection with its efforts to satisfy the ITAR Pre-Notification Requirement, liaise with the Parent and Merger Sub in relation to each material step of the procedure before DDTC and as to the content of all material communication with DDTC (it being understood that when the content relates to confidential information of the Company, the provision of such content shall be limited to counsel and advisors to the Parent and Merger Sub at the Company’s request).
(j) None of the Acquired Companies, Parent, Sponsor or any of their Affiliates shall, directly or indirectly, take any action, including the acquisition of additional voting securities of any US Portfolio Bank by such party or any of its Affiliates, that would reasonably be expected to cause any Acquired Company, Parent, Sponsor or any of their respective Affiliates to (i) become a bank holding company as defined in the BHC Act or (ii) be deemed to control, as defined in the BHC Act, a US Portfolio Bank. Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 5.4, each of the Acquired Companies, Parent, Sponsor or their Affiliates shall (x) use their reasonable efforts to respond fully to all requests for information from the Board of Governors of the Federal Reserve System (the “Federal Reserve”) with respect to any US Portfolio Bank, (y) if required, file (1) with the Federal Deposit Insurance Corporation a notice under the Change in Bank Control Act and (2) any similar notice or filing with the applicable regulator in the states of Alabama and California, and (z) if required by the Federal Reserve, enter into customary “passivity commitments” with respect to any US Portfolio Bank; provided that any such commitment is not materially and unreasonably burdensome on the business of such US Portfolio Bank following the Closing or on any Acquired Company or their Affiliates related to their investment in such US Portfolio Bank.
Appears in 2 contracts
Sources: Merger Agreement, Agreement and Plan of Merger (Fortress Investment Group LLC)
Regulatory Approvals and Related Matters. Except where prohibited (a) Each party shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by applicable Legal Requirementssuch party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and subject to submit promptly any additional information requested by any such Governmental Body. Each of the Confidentiality Agreement, the Stockholder Company and GHX Parent shall consult with give the other party prior to taking a position prompt notice of the commencement or known threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to any filing required under Section 5.6(a) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views or any of the other in connection withContemplated Transactions, keep the other party reasonably informed as to the status of any analysessuch Legal Proceeding or threat, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with any Governmental Body in connection with this Agreement, the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submissionLegal Proceeding, each of the Stockholder and GHX need not supply Company or Parent will permit authorized Representatives of the other (party to be present at each meeting or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access conference relating to any such properties Legal Proceeding and to have access to and be consulted in connection with any document, opinion or information proposal made or submitted to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt of: (i) any comments from any officials of any Governmental Body in connection with any filings made pursuant hereto such Proceeding.
(b) Subject to Section 5.7(c), Parent, Merger Sub and the Company shall use reasonable best efforts to take, or pursuant cause to be taken, all actions necessary or advisable to satisfy each of the conditions set forth in Section 6 and 7, consummate the Merger and make effective the other Contemplated Transactions (provided that no party shall be required to waive any of the conditions set forth in Section 6 or 7, as applicable, to its obligations to consummate the Merger and the other Contemplated Transactions). Without limiting the generality of the foregoing, but subject to Section 5.7(c), each party to this Agreement, : (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other Contemplated Transactions; (ii) any request by any officials of any Governmental Body for amendments or supplements shall use reasonable best efforts to any filings made obtain each Consent (if any) required to be obtained (pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever Requirement or Contract, or otherwise) by such party in connection with the Merger or any event occurs that is required of the other Contemplated Transactions; and (iii) shall use reasonable best efforts to be set forth lift any restraint, injunction or other legal bar to the Merger.
(c) Notwithstanding anything to the contrary contained in an amendment this Section 5.7, neither Parent, Merger Sub or supplement the Company shall have any obligation under this Agreement to divest or agree to divest (or cause any of its Subsidiaries to divest or agree to divest) any of its respective material businesses, material product lines or material assets, or to take or agree to take (or cause any of its Subsidiaries to take or agree to take) any other material action or agree (or cause any of its Subsidiaries to agree) to any filing made pursuant to Section 5.6(a) material limitation or material restriction on any of the Merger Agreementits respective material businesses, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate with respect to the filing by GHX with the applicable Governmental Body of such amendment material product lines or supplementmaterial assets.
Appears in 2 contracts
Sources: Merger Agreement (Advanced Photonix Inc), Merger Agreement (Luna Innovations Inc)
Regulatory Approvals and Related Matters. Except where prohibited (a) Each party shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement (and in all events within 15 Business Days after the date of this Agreement), all notices, reports and other documents required to be filed by applicable Legal Requirementssuch party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and subject to submit promptly any additional information requested by any such Governmental Body. Without limiting the Confidentiality generality of the foregoing, the Company and Parent shall, promptly (and in any event within 10 Business Days) after the date of this Agreement, prepare and file the Stockholder notifications required under the HSR Act in connection with the Merger. The Company and GHX Parent each shall consult with promptly (i) supply the other party prior with any information which may be required in order to taking a position effectuate notices, reports, documents or other filings with respect to any filing required under Section 5.6(a) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body required to be made pursuant to the HSR Act (the “Antitrust Filings”); and (ii) use reasonable best efforts to supply any additional information which is required by or on behalf of GHX in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with any Governmental Body in connection with this Agreement, Antitrust Filings or which the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, each parties may reasonably deem appropriate. Each of the Stockholder Company and GHX need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX Parent will notify the Stockholder other party promptly upon the receipt of: of (iA) any comments from any officials of any Governmental Body Bodies in connection with any filings Antitrust Filings made pursuant hereto or pursuant to the Merger Agreement, hereto; and (iiB) any request by any officials of any Governmental Body Bodies for amendments or supplements to any filings Antitrust Filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirementsthe requirements of the HSR Act. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of Antitrust Filings, the Merger AgreementCompany or Parent, GHX as the case may be, will promptly inform the Stockholder other party of such occurrence and the Stockholder and GHX will cooperate with respect to the in filing by GHX with the applicable Governmental Body of such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other Contemplated Transactions, keep the other party reasonably informed as to the status of any such Legal Proceeding or threat, and in connection with any such Legal Proceeding, each of the Company or Parent will permit authorized representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding, to the extent permitted by the applicable Governmental Body, and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Proceeding.
(b) Subject to Section 5.7(c), Parent, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary or advisable to satisfy each of the conditions set forth in Section 6 and Section 7, consummate the Merger and make effective the other Contemplated Transactions (provided that no party shall be required to waive any of the conditions set forth in Section 6 or Section 7, as applicable, to its obligations to consummate the Merger and the other Contemplated Transactions). Without limiting the generality of the foregoing, but subject to Section 5.7(c), each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other Contemplated Transactions; (ii) shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other Contemplated Transactions; and (iii) shall use reasonable best efforts to lift any restraint, injunction or other legal bar to the Merger.
(c) Notwithstanding anything to the contrary contained in this Section 5.7, neither Parent, Merger Sub nor the Company shall have any obligation under this Agreement to divest or agree to divest (or cause any of its Subsidiaries to divest or agree to divest) any of its respective material businesses, material product lines or material assets, or to take or agree to take (or cause any of its Subsidiaries to take or agree to take) any other material action or agree (or cause any of its Subsidiaries to agree) to any material limitation or material restriction on any of its respective material businesses, material product lines or material assets; provided, however, each of Parent, Merger Sub and the Company shall consider in good faith any divestiture that would not be reasonably likely to (i) give rise to a Parent Material Adverse Effect or Company Material Adverse Effect, (ii) materially impair the benefits or advantages it expects to receive from the Merger and the transactions contemplated hereby or (iii) give rise to a material adverse effect on the business plan or business strategy of the combined company.
Appears in 2 contracts
Sources: Merger Agreement (TEKMIRA PHARMACEUTICALS Corp), Merger Agreement (TEKMIRA PHARMACEUTICALS Corp)
Regulatory Approvals and Related Matters. Except where prohibited by applicable Legal Requirements(a) Each party shall use commercially reasonable efforts to file, and subject to as soon as practicable after the Confidentiality date of this Agreement, the Stockholder all notices, reports and GHX shall consult other documents required to be filed by such party with the other party prior to taking a position any Governmental Body with respect to the Offer, the Merger and the other Contemplated Transactions, and to submit promptly any filing required under Section 5.6(a) additional information requested by any such Governmental Body. Without limiting the generality of the Merger Agreementforegoing, shall permit the other Company and Parent shall, promptly after the date of this Agreement and in any event within ten (10) business days, prepare and file: (i) the notification and report forms required to review and discuss in advance, and consider in good faith be filed under the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX HSR Act in connection with any investigations or proceedings the Offer, the Merger and the other Contemplated Transactions; and (ii) if required in connection with this Agreementthe Offer, the Merger Agreement or and the other Contemplated Transactions, coordinate with all notifications and other documents under all applicable foreign antitrust- or competition-related Legal Requirements. The Company and Parent shall respond as promptly as practicable to: (A) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation; and (B) any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with any Governmental Body in connection with this Agreementantitrust or competition matters. At the request of Parent, the Merger Agreement Company shall agree to divest, sell, dispose of, hold separate or the Contemplated Transactions; provided that otherwise take or commit to take any other action with respect to any of the businesses, product lines or assets of the Company, provided that any such filingaction is conditioned upon the consummation of the Offer or the Merger.
(b) Subject to the limitations set forth in Section 6.5(c), presentation Parent and the Company shall use commercially reasonable efforts to take, or submissioncause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, but subject to the limitations set forth in Section 6.5(c), each of the Stockholder and GHX need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) party to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt ofthis Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party or any comments from of its Subsidiaries in connection with the Offer and the Merger and the other Contemplated Transactions; (ii) shall use commercially reasonable efforts to obtain each Consent (if any) required to be obtained pursuant to any officials applicable Legal Requirement by such party or any of its Subsidiaries in connection with the Offer and the Merger or any of the other Contemplated Transactions; and (iii) shall use commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Offer or the Merger or any of the other Contemplated Transactions. Each of Parent and the Company shall provide the other party with a copy of each proposed filing with or other submission to any Governmental Body relating to any of the Contemplated Transactions, and shall give the other party a reasonable time prior to making such filing or other submission in connection with any filings made pursuant hereto which to review and comment on such proposed filing or pursuant other submission. Each of Parent and the Company shall promptly deliver to the Merger other party a copy of each such filing or other submission made, each notice given and each Consent obtained.
(c) Notwithstanding anything to the contrary contained in this Section 6.6 or elsewhere in this Agreement, and neither Parent nor Acquisition Sub shall have any obligation under this Agreement to take any of the following actions, if Parent determines in good faith that taking such actions could reasonably be expected to materially affect the business or interests of Parent, any of Parent’s Subsidiaries or the Surviving Corporation in any adverse way: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause the Company to dispose of or transfer any assets; (ii) to discontinue or cause any request by of its Subsidiaries to discontinue offering any officials product or service, or to commit to cause the Company to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any technology, software or other Intellectual Property or Intellectual Property Right, or to commit to cause the Company to license or otherwise make available to any Person any technology, software or other Intellectual Property or Intellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause the Company to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment, or to commit to cause the Company to make any commitment (to any Governmental Body for amendments or supplements to any filings made pursuant to, otherwise) regarding its future operations or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) the future operations of the Merger AgreementCompany; or (vi) to contest any Legal Proceeding or any order, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate with respect writ, injunction or decree relating to the filing by GHX with Offer or the applicable Governmental Body Merger or any of such amendment or supplementthe other Contemplated Transactions.
Appears in 2 contracts
Sources: Merger Agreement (Peets Coffee & Tea Inc), Merger Agreement (Diedrich Coffee Inc)
Regulatory Approvals and Related Matters. Except where prohibited by applicable Legal Requirements(a) Each party shall use commercially reasonable efforts to file, and subject to as soon as practicable after the Confidentiality date of this Agreement, the Stockholder all notices, reports and GHX shall consult other documents required to be filed by such party with the other party prior to taking a position any Governmental Body with respect to the Offer, the Merger and the other Contemplated Transactions, and to submit promptly additional information requested by any filing required under Section 5.6(a) such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, (i) promptly after the date of this Agreement and in any event within ten (10) business days, prepare and file all notification and report forms required to be filed under the HSR Act with respect to the Offer, the Merger and the other Contemplated Transactions; and (ii) promptly after the date of this Agreement, shall permit prepare and file, if required or considered advisable, in the other to review and discuss in advancereasonable judgment of Parent, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX in connection with any investigations or proceedings in connection with this Agreementthe Offer, the Merger Agreement or and the other Contemplated Transactions, coordinate with all notifications and other documents under all applicable foreign antitrust- or competition-related Legal Requirements. The Company and Parent shall respond as promptly as practicable to: (A) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation; and (B) any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with any Governmental Body in connection with this Agreementantitrust or competition-related matters. At the request of Parent, the Merger Agreement Company shall agree to divest, sell, dispose of, hold separate or the Contemplated Transactions; provided that otherwise take or commit to take any other action with respect to any of the businesses, product lines or assets of the Company; provided that any such filingaction is conditioned upon the consummation of the Offer or the Merger.
(b) Subject to the limitations set forth in Section 6.5(c), presentation Parent and the Company shall use commercially reasonable efforts to take, or submissioncause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, but subject to the limitations set forth in Section 6.5(d), each of the Stockholder party to this Agreement: (i) shall make all filings (if any) and GHX need not supply the other give all notices (if any) required, or its counsel) with copies (orconsidered advisable, in case the reasonable judgment of oral presentationsParent, a summary) to the extent that any Legal Requirement applicable to such party requires be made and given by such party or any of its Subsidiaries in connection with the Offer and the Merger and the other Contemplated Transactions, and to restrict cause the expiration or prohibit access termination of any applicable waiting periods; (ii) shall use its commercially reasonable efforts to obtain each Consent (if any) required, or considered advisable, in the reasonable judgment of Parent to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such properties party or any of its Subsidiaries in connection with the Offer and the Merger or any of the other Contemplated Transactions; and (iii) shall use its reasonable best efforts to lift any restraint, injunction or other legal bar to the Offer or the Merger or any of the other Contemplated Transactions. Notwithstanding the foregoing, the failure to obtain any such Consent of a counterparty to any Company Contract identified in any subsection of Part 3.9 or 3.10 of the Disclosure Schedule shall not be the basis for determining that there has been a Company Material Adverse Effect or that the Company has not satisfied any covenant required to be satisfied by it pursuant to this Agreement.
(c) Each of the Company and Parent shall keep the other party apprised of the status of matters relating to the completion of the Offer, the Merger and the other Contemplated Transactions, including promptly furnishing the other party with copies of notices or other communications received by it or any of its Subsidiaries, from any Governmental Body with respect to such transactions. Each of the Company and Parent shall provide the other party with a copy of each proposed filing with or other submission to any Governmental Body relating to any of the Contemplated Transactions, shall give the other party reasonable time prior to making such filing or other submission in which to review and comment on such proposed filing or other submission and shall provide a copy of each such filing or other submission made to the other party. The Company shall provide Parent with a copy of each notice given and each Consent obtained by the Company during the Pre-Closing Period. Any such disclosures, rights to participate or provisions of information or by one party to the other may be made on an outside counsel-only basis to the extent required under applicable legal limitations or as appropriate to protect confidential business information.
(d) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, neither Parent nor Acquisition Sub shall have any obligation under this Agreement to negotiate, commit to or effect, by consent decree or otherwise, any existing confidentiality or non-disclosure agreement. GHX will notify of the Stockholder promptly upon the receipt offollowing actions: (i) to sell, divest, dispose of, or transfer or cause any comments from of its Subsidiaries to sell, divest, dispose of, or transfer any officials assets or businesses, or to commit to cause the Company to sell, divest, dispose of, or transfer any assets or businesses; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause the Company to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any technology, software or other Intellectual Property or Intellectual Property Right, or to commit to cause the Company to license or otherwise make available to any Person any technology, software or other Intellectual Property or Intellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any Subsidiaries, assets or operations (either before or after the Closing Date), or to commit to cause the Company to hold separate any Subsidiaries, assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment, or to commit to cause the Company to make any commitment (to any Governmental Body in connection or otherwise) that limits the freedom of Parent or its Subsidiaries’ (including the Company’s) freedom of action with any filings made pursuant hereto or pursuant to the Merger Agreement, and (ii) any request by any officials of any Governmental Body for amendments or supplements to any filings made pursuant respect to, or information provided its ability to comply in all material respects withretain, one or more of its Subsidiaries’ (including the Company’s) businesses, product lines, or assets,; or (vi) to contest any applicable Legal Requirements. Whenever Proceeding or any event occurs that is required order, writ, injunction or decree relating to be set forth in an amendment the Offer or supplement to the Merger or any filing made pursuant to Section 5.6(a) of the Merger Agreement, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate with respect to the filing by GHX with the applicable Governmental Body of such amendment or supplementother Contemplated Transactions.
Appears in 2 contracts
Sources: Merger Agreement (Sonic Solutions/Ca/), Agreement and Plan of Merger and Reorganization (Rovi Corp)
Regulatory Approvals and Related Matters. Except where prohibited (a) Each party shall cooperate with each other party and shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by applicable Legal Requirementssuch party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and subject to submit promptly any information reasonably requested by any Governmental Body. Each of the Confidentiality Agreement, the Stockholder Company and GHX Parent shall consult with give the other party prior to taking a position prompt notice upon becoming aware of the commencement or known threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to any filing required under Section 5.6(a) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views or any of the other in connection withContemplated Transactions, keep the other party reasonably informed as to the status of any analysessuch Legal Proceeding or threat, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with any Governmental Body in connection with this Agreement, the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submissionLegal Proceeding, each of the Stockholder and GHX need not supply Company or Parent will permit authorized representatives of the other (party to be present at each meeting or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access conference relating to any such properties Legal Proceeding and to have access to and be consulted in connection with any document, opinion or information proposal made or submitted to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt of: (i) any comments from any officials of any Governmental Body in connection with any filings made pursuant hereto such Legal Proceeding.
(b) Parent and the Company shall use reasonable best efforts to take, or pursuant cause to be taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, each party to this Agreement, : (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other Contemplated Transactions; (ii) any request by any officials of any Governmental Body for amendments or supplements shall use reasonable best efforts to any filings made obtain each Consent (if any) required to be obtained (pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other Contemplated Transactions (provided, that in no event occurs that is shall Parent, Merger Sub, the Company or any of its Subsidiaries be required to be set forth in an amendment pay any monies or supplement agree to any filing made pursuant material undertaking in connection with the foregoing); and (iii) shall use reasonable best efforts to Section 5.6(a) of the Merger Agreementlift any restraint, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate with respect injunction or other legal bar to the filing by GHX with the applicable Governmental Body of such amendment or supplementMerger.
Appears in 2 contracts
Sources: Merger Agreement (Acelrx Pharmaceuticals Inc), Merger Agreement (Tetraphase Pharmaceuticals Inc)
Regulatory Approvals and Related Matters. Except where prohibited (a) Each party shall cooperate with each other party and shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by applicable Legal Requirementssuch party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and subject to submit promptly any information reasonably requested by any Governmental Body. Each of the Confidentiality Agreement, the Stockholder Company and GHX Parent shall consult with give the other party prior to taking a position prompt notice upon becoming aware of the commencement or known threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to any filing required under Section 5.6(a) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views or any of the other in connection withContemplated Transactions, keep the other party reasonably informed as to the status of any analysessuch Legal Proceeding or threat, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with any Governmental Body in connection with this Agreement, the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submissionLegal Proceeding, each of the Stockholder and GHX need not supply Company or Parent will permit authorized representatives of the other (party to be present at each meeting or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access conference relating to any such properties Legal Proceeding and to have access to and be consulted in connection with any document, opinion or information proposal made or submitted to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt of: (i) any comments from any officials of any Governmental Body in connection with any filings made pursuant hereto such Legal Proceeding.
(b) Parent and the Company shall use reasonable best efforts to take, or pursuant cause to be taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, each party to this Agreement, : (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other Contemplated Transactions; (ii) any request by any officials of any Governmental Body for amendments or supplements shall use reasonable best efforts to any filings made obtain each Consent (if any) required to be obtained (pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other Contemplated Transactions (provided, that in no event occurs that is shall Parent, Purchaser, the Company or any of its Subsidiaries be required to be set forth in an amendment pay any monies or supplement agree to any filing made pursuant material undertaking in connection with the foregoing); and (iii) shall use reasonable best efforts to Section 5.6(a) of the Merger Agreementlift any restraint, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate with respect injunction or other legal bar to the filing by GHX with the applicable Governmental Body of such amendment or supplementMerger.
Appears in 2 contracts
Sources: Merger Agreement (La Jolla Pharmaceutical Co), Merger Agreement (Tetraphase Pharmaceuticals Inc)
Regulatory Approvals and Related Matters. Except where prohibited (a) Each party shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement (and in any event no later than 15 business days after the date hereof), all notices, reports and other documents required to be filed by applicable Legal Requirements, and subject to the Confidentiality Agreement, the Stockholder and GHX shall consult such party with the other party prior to taking a position any Governmental Body with respect to the Merger and the other Contemplated Transactions, and to submit promptly any filing additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under Section 5.6(aany Legal Requirement that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX in connection with the Merger. The Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any investigations inquiries or proceedings in connection with this Agreementrequests received from any state attorney general, the Merger Agreement antitrust authority or the Contemplated Transactions, coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with any Governmental Body in connection with antitrust or related matters.
(b) Subject to Section 5.7(c), Parent and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.7(c), each party to this Agreement, the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, each of the Stockholder and GHX need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt of: (i) shall make all filings and give all notices required to be made and given by such party in connection with the Merger and the other Contemplated Transactions; (ii) shall use reasonable best efforts to obtain each Consent required to be obtained (pursuant to any comments from applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any officials of the other Contemplated Transactions; and (iii) shall use commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Merger.
(c) Notwithstanding anything to the contrary contained in this Section 5.7, none of Parent, Merger Sub or the Company (or any of their respective Subsidiaries) shall have any obligation under this Agreement or in connection with the Contemplated Transactions: (i) to divest or agree to divest (or cause any of their respective Subsidiaries to divest or agree to divest) any of their respective businesses, product lines or assets, or to take or agree to take (or cause any of their respective Subsidiaries to take or agree to take) any other action or agree (or cause any of their respective Subsidiaries to agree) to any limitation or restriction on any of their respective businesses, product lines or assets; (ii) to license or otherwise make available (or cause any of their respective Subsidiaries to license or otherwise make available) to any Person, any technology, software or other Intellectual Property or Intellectual Property Right; or (iii) to contest any lawsuit by any Governmental Body in connection with any filings made pursuant hereto or pursuant relating to the Merger Agreement, and (ii) or any request by any officials of any Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of the Merger Agreement, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate with respect to the filing by GHX with the applicable Governmental Body of such amendment or supplementother Contemplated Transactions.
Appears in 2 contracts
Sources: Merger Agreement (Opnext Inc), Merger Agreement (Oclaro, Inc.)
Regulatory Approvals and Related Matters. Except where prohibited (a) Each party shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by applicable Legal Requirementssuch party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and subject to submit promptly any additional information requested by any such Governmental Body. Without limiting the Confidentiality generality of the foregoing, the Company and Parent shall, promptly (and in any event within 10 days) after the date of this Agreement, prepare and file the Stockholder notifications required under any Legal Requirement that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”) in connection with the Merger. The Company and GHX Parent each shall consult with promptly (i) supply the other party prior with any information which may be required in order to taking a position effectuate notices, reports, documents or other filings with respect to any filing required under Section 5.6(a) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body required to be made pursuant to any Antitrust Laws (including the HSR Act) (the “Antitrust Filings”); and (ii) supply any additional information which reasonably may be required by or on behalf of GHX in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with any Governmental Body in connection with this Agreement, Antitrust Filings or which the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, each parties may reasonably deem appropriate. Each of the Stockholder Company and GHX need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX Parent will notify the Stockholder other party promptly upon the receipt of: of (iA) any comments from any officials of any Governmental Body Bodies in connection with any filings Antitrust Filings made pursuant hereto or pursuant to the Merger Agreement, hereto; and (iiB) any request by any officials of any Governmental Body Bodies for amendments or supplements to any filings Antitrust Filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements, including the requirements of the HSR Act. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of Antitrust Filings, the Merger AgreementCompany or Parent, GHX as the case may be, will promptly inform the Stockholder other party of such occurrence and the Stockholder and GHX will cooperate with respect to the in filing by GHX with the applicable Governmental Body of such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other Contemplated Transactions, keep the other party reasonably informed as to the status of any such Legal Proceeding or threat, and in connection with any such Legal Proceeding, each of the Company or Parent will permit authorized representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Proceeding.
(b) Subject to Section 5.7(c), Parent and the Company shall each use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.7(c), each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other Contemplated Transactions; (ii) shall use best reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other Contemplated Transactions; and (iii) shall use reasonable best efforts to lift any restraint, injunction or other legal bar to the Merger. The Company and Parent shall each furnish to the other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. In addition, each of the parties hereto shall consult with the other with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any third party (including any Governmental Body) or any other information supplied by such party to a third party in connection with this Agreement and the other Contemplated Transactions.
(c) Notwithstanding anything to the contrary contained in this Section 5.7, neither Parent, Merger Sub or the Company shall have any obligation under this Agreement to divest or agree to divest (or cause any of its Subsidiaries to divest or agree to divest) any of its respective material businesses, material product lines or material assets, or to take or agree to take (or cause any of its Subsidiaries to take or agree to take) any other material action or agree (or cause any of its Subsidiaries to agree) to any material limitation or material restriction on any of its respective material businesses, material product lines or material assets.
Appears in 2 contracts
Sources: Merger Agreement (Accelrys, Inc.), Merger Agreement (Accelrys, Inc.)
Regulatory Approvals and Related Matters. Except where prohibited by Each party shall cooperate with each other party and shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Legal RequirementsRequirements to consummate the Contemplated Transactions, including by (a) making all filings (if any) and subject giving all notices (if any) required to the Confidentiality Agreement, the Stockholder be made and GHX shall consult given by such party in connection with the Merger and the other party prior Contemplated Transactions; (b) using reasonable best efforts to taking a position with respect obtain each Consent (if any) required to be obtained (pursuant to any filing required under Section 5.6(aapplicable Legal Requirement or Contract, or otherwise) of by such party in connection with the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views or any of the other Contemplated Transactions (provided, that in no event shall Parent, Purchaser, the Company or any of its Subsidiaries be required to pay any monies or agree to any material undertaking in connection withwith the foregoing); and (c) using reasonable best efforts to lift any restraint, injunction or other legal bar to the Merger; provided, however, that notwithstanding anything to the contrary in this Agreement, none of Parent, Purchaser or any of their respective Subsidiaries shall be required to, and the Company may not and may not permit any of its Subsidiaries to, without the prior written consent of Parent, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any analysesrequirement, appearancescondition, presentationslimitation, memorandaunderstanding, briefsagreement or order to (i) sell, white paperslicense, argumentsassign, opinions and proposals before making transfer, divest, hold separate or submitting otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, Parent, Purchaser or any Subsidiary of any of the foregoing, (ii) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of the Company, the Surviving Corporation, Parent, Purchaser or any Subsidiary of any of the foregoing in any manner, (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, Parent, Purchaser or any Subsidiary of any of the foregoing; provided, further, that if requested by Parent, the Company or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company or its Subsidiaries in the event the Closing occurs, (iv) amend or modify any of their rights or obligations under this Agreement or any other agreement entered into in connection with the Merger or any of the other Contemplated Transactions, or (v) directly or indirectly restructure, or commit to restructure, the Merger or any of the other Contemplated Transactions; and (d) promptly submitting any information reasonably requested by any Governmental Body. Each of the Company and Parent shall give the other party prompt notice upon becoming aware of the commencement or known threat of commencement of any Legal Proceeding by or before any Governmental Body by with respect to the Merger or on behalf any of GHX the other Contemplated Transactions, keep the other party reasonably informed as to the status of any such Legal Proceeding or threat, and in connection with any investigations or proceedings in connection with this Agreementsuch Legal Proceeding, the Merger Agreement or the Contemplated Transactions, coordinate with the other in preparing if permitted by applicable Legal Requirements and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of by any oral presentations) made by GHX with any applicable Governmental Body in connection with this Agreement, the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submissionBody, each of the Stockholder and GHX need not supply Company or Parent will permit authorized representatives of the other (party to be present at each meeting or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access conference relating to any such properties Legal Proceeding and to have access to and be consulted in connection with any document, opinion or information proposal made or submitted to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt of: (i) any comments from any officials of any Governmental Body in connection with any filings made pursuant hereto or pursuant to the Merger Agreement, and (ii) any request by any officials of any Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable such Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of the Merger Agreement, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate with respect to the filing by GHX with the applicable Governmental Body of such amendment or supplementProceeding.
Appears in 2 contracts
Sources: Employment Agreement (AutoWeb, Inc.), Merger Agreement (AutoWeb, Inc.)
Regulatory Approvals and Related Matters. Except (a) Each Party shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such Party with any Governmental Body with respect to the Mergers and the other Contemplated Transactions, and to submit as promptly as reasonably practicable and advisable any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, Parent and the Company shall, promptly after the date of this Agreement, prepare and file any notifications required under any Legal Requirement in connection with the Mergers in the United States of America that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”) in connection with the Mergers. Parent and the Company shall use reasonable best efforts to respond as promptly as reasonably practicable and advisable to any inquiries or requests received from any state attorney general, antitrust authority or other Governmental Body in connection with antitrust or related matters. Parent and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Mergers and make effective the other Contemplated Transactions.
(b) Subject to the confidentiality provisions of the Confidentiality Agreement, Parent and the Company each shall promptly supply the other with any information which may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) Section 5.7(a). Notwithstanding anything to the contrary contained in this Section 5.7 or elsewhere in this Agreement, Parent shall (i) have the principal responsibility for devising and implementing the strategy of the Parties with respect to seeking any actions or Consents of any Governmental Body with respect to the Mergers and coordinating any contacts, where permitted, with any Governmental Body; and (ii) take the lead in all meetings and communications with any Governmental Body in connection with obtaining any such action or Consent; provided, however, that, except where prohibited by applicable Legal RequirementsRequirements or any Governmental Body (in which case, the Parties shall take appropriate actions to address such prohibitions, such as redacting documents or providing on an “outside counsel basis only”), and subject to the confidentiality provisions of the Confidentiality Agreement, each of Parent and the Stockholder and GHX shall Company shall: (A) consult with the other party in good faith prior to taking a position with respect to any filing required under Section 5.6(asuch filing; (B) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX any Party in connection with any investigations or proceedings in connection with Legal Proceeding related solely to this Agreement, the Merger Agreement or the Contemplated TransactionsTransactions (including any such Legal Proceeding relating to any antitrust, competition or fair trade Legal Requirement); (C) coordinate with the other in preparing and exchanging such information information; and (D) promptly provide the other Parties (and its their counsel) with copies of all filings, presentations or notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) made or submitted by GHX such Party with or to any Governmental Body in connection with related solely to this Agreement, the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, each .
(c) Each of Parent and the Stockholder and GHX need not supply Company shall notify the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt of: (i) any comments material communication from any officials official of any Governmental Body in connection with any filings filing made pursuant hereto to this Agreement; (ii) knowledge of the commencement or pursuant threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger Agreement, Contemplated Transactions (and shall keep the other Party informed as to the status of any such Legal Proceeding or threat); and (iiiii) any request by any officials official of any Governmental Body for amendments any amendment or supplements supplement to any filings filing made pursuant to, to this Agreement or any information provided required to comply in all material respects with, with any Legal Requirements applicable Legal Requirementsto the Contemplated Transactions. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) 5.7(a), Parent or the Company, as the case may be, shall (promptly upon learning of the Merger Agreement, GHX will promptly occurrence of such event) inform the Stockholder other of the occurrence of such occurrence event and the Stockholder and GHX will cooperate with respect to the in filing by GHX with the applicable Governmental Body of such amendment or supplement.
(d) In furtherance of the foregoing, if such actions are required by a Governmental Body in order to satisfy the condition set forth in Section 6.1(c), the obligations of Parent and the Company under this Section 5.7 shall include agreeing to: (i) dispose of, transfer or exclusively license, or cause any of its Subsidiaries to dispose of, transfer or exclusively license, any assets to any Person, or to commit to (or cause any of its Subsidiaries to commit to) dispose of, transfer or exclusively license any assets to any Person; (ii) discontinue or cause any of its Subsidiaries to discontinue, or commit to (or cause any of its Subsidiaries to commit to) discontinue, offering any product or service; (iii) non-exclusively license or otherwise make available, or cause any of its Subsidiaries to non-exclusively license or otherwise make available, to any Person any technology, Intellectual Property or Intellectual Property Right, or to commit to (or cause any of its Subsidiaries to commit to) non-exclusively license or otherwise make available to any Person any technology, Intellectual Property or Intellectual Property Right; (iv) hold separate or cause any of its Subsidiaries to hold separate any assets or operations after the First Merger Effective Time, or to commit to (or cause any of its Subsidiaries to commit to) hold separate any assets or operations; and (v) make or cause any of its Subsidiaries to make any commitment, or to commit to (or cause any of its Subsidiaries to commit to) make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of its Subsidiaries; provided, that such actions do not have a materially adverse impact on the benefits that Parent expects to recognize in connection with the Contemplated Transaction; provided, further, that Parent shall not be obligated to hold separate or to divest any of the material businesses, services or properties or assets of either Parent, on the one hand, or the Company, on the other hand.
(e) Parent further agrees that it shall not, and shall not permit any of the Parent Entities to, directly or indirectly, acquire or agree to acquire any assets, business or any Person, whether by merger, consolidation, purchasing a substantial portion of the assets of or equity in any Person or by any other manner or engage in any other transaction or take any other action, if the entering into of an agreement relating to or the consummation of such acquisition, merger, consolidation or purchase or other transaction or action would reasonably be expected to (i) impose any delay in the expiration or termination of any applicable waiting period or impose any delay in the obtaining of, or increase the risk of not obtaining, any authorization, consent, clearance, approval or order of a Governmental Body necessary to consummate the Mergers and the other transactions contemplated by this Agreement, including any approvals and expiration of waiting periods pursuant to the Antitrust Laws or any other applicable Legal Requirements, or (ii) otherwise delay or impede the consummation of the Mergers and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Gulfmark Offshore Inc), Merger Agreement (Tidewater Inc)
Regulatory Approvals and Related Matters. Except where prohibited (a) Each party shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by applicable Legal Requirementssuch party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and subject to submit promptly any additional information requested by any such Governmental Body. Without limiting the Confidentiality generality of the foregoing, the Company and Parent shall, promptly (and in any event within 10 business days) after the date of this Agreement, prepare and file the Stockholder notifications required under the HSR Act in connection with the Merger. The Company and GHX Parent each shall consult with promptly (i) supply the other party prior with any information which may be required in order to taking a position effectuate notices, reports, documents or other filings with respect to any filing required under Section 5.6(a) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body required to be made pursuant to the HSR Act (the "Antitrust Filings"); and (ii) supply any additional information which reasonably may be required by or on behalf of GHX in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with any Governmental Body in connection with this Agreement, Antitrust Filings or which the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, each parties may reasonably deem appropriate. Each of the Stockholder Company and GHX need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX Parent will notify the Stockholder other party promptly upon the receipt of: of (iA) any comments from any officials of any Governmental Body Bodies in connection with any filings Antitrust Filings made pursuant hereto or pursuant to the Merger Agreement, hereto; and (iiB) any request by any officials of any Governmental Body Bodies for amendments or supplements to any filings Antitrust Filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirementsthe requirements of the HSR Act. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of Antitrust Filings, the Merger AgreementCompany or Parent, GHX as the case may be, will promptly inform the Stockholder other party of such occurrence and the Stockholder and GHX will cooperate with respect to the in filing by GHX with the applicable Governmental Body of such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other Contemplated Transactions, keep the other party reasonably informed as to the status of any such Legal Proceeding or threat, and in connection with any such Legal Proceeding, each of the Company or Parent will permit authorized representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Proceeding.
(b) Subject to Section 5.7(c), Parent, Merger Sub and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary or advisable to satisfy each of the conditions set forth in Section 6 and 7, consummate the Merger and make effective the other Contemplated Transactions (provided that no party shall be required to waive any of the conditions set forth in Section 6 or 7, as applicable, to its obligations to consummate the Merger and the other Contemplated Transactions). Without limiting the generality of the foregoing, but subject to Section 5.7(c), each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other Contemplated Transactions; (ii) shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other Contemplated Transactions; and (iii) shall use reasonable best efforts to lift any restraint, injunction or other legal bar to the Merger.
(c) Notwithstanding anything to the contrary contained in this Section 5.7, neither Parent, Merger Sub or the Company shall have any obligation under this Agreement to divest or agree to divest (or cause any of its Subsidiaries to divest or agree to divest) any of its respective material businesses, material product lines or material assets, or to take or agree to take (or cause any of its Subsidiaries to take or agree to take) any other material action or agree (or cause any of its Subsidiaries to agree) to any material limitation or material restriction on any of its respective material businesses, material product lines or material assets.
Appears in 2 contracts
Sources: Merger Agreement (Allos Therapeutics Inc), Merger Agreement (Amag Pharmaceuticals Inc.)
Regulatory Approvals and Related Matters. Except where prohibited by applicable Legal Requirements, and subject (a) Subject to the Confidentiality terms and conditions of this Agreement, each Party will use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Stockholder Transactions, including the Merger, as soon as practicable after the date hereof, including (i) preparing and GHX shall consult filing or otherwise providing, in consultation with the other party prior Party and as promptly as practicable and advisable after the date hereof, all documentation to taking a position with respect to any filing required under Section 5.6(a) of the Merger Agreementeffect all necessary applications, shall permit the other to review and discuss in advancenotices, petitions, filings, and consider in good faith the views of the other in connection withdocuments and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making third party or submitting any of the foregoing to any Governmental Body by or on behalf of GHX Entity in connection with any investigations or proceedings in connection with this Agreement, order to consummate the Merger Agreement or the Contemplated Transactions, coordinate with including the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with any Governmental Body in connection with this Agreement, the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, each of the Stockholder and GHX need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt of: (i) any comments from any officials of any Governmental Body in connection with any filings made pursuant hereto or pursuant to the Merger AgreementMerger, and (ii) taking all steps as may be necessary, subject to this Section 6.2, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. Notwithstanding anything to the contrary in this Agreement, none of Parent, Merger Sub or any request by of their respective Subsidiaries shall be required to, and the Company may not and may not permit any officials Subsidiary to, without the prior written consent of any Governmental Body for amendments Parent, become subject to, consent to or supplements to any filings made pursuant offer or agree to, or information provided to comply in all material respects withotherwise take any action with respect to, any applicable Legal Requirements. Whenever requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any event occurs that is required assets, business or portion of business of Parent or any of its Affiliates (including, after the Closing, the Company or any of its Subsidiaries), (B) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of Parent or any of its Affiliates (including, after the Closing, the Company or any of its Subsidiaries) in any manner or (C) impose any restriction, requirement or limitation on the operation of the business or portion of the business of Parent or any of its Affiliates (including, after the Closing, the Company or any of its Subsidiaries), in each case if becoming subject to, consenting to or offering or agreeing to, or otherwise taking any action with respect to, any requirement, condition, limitation, understanding, agreement or order described in clause (A), (B) or (C) would reasonably be set forth in an amendment or supplement expected to have a Parent Material Adverse Effect, after giving full effect to any filing made pursuant such requirement, condition, limitation, understanding, agreement or order; provided, that for purposes of this Section 6.2 only, all references in the definition of “Parent Material Adverse Effect” to Section 5.6(a“Parent Subsidiaries” shall be deemed to include the Company and its Subsidiaries and clauses (viii) and (ix) of the definition of Parent Material Adverse Effect shall be disregarded. For the avoidance of doubt, notwithstanding anything in this Section 6.2 to the contrary, nothing in this Section 6.2 shall require the Company or any of its Subsidiaries to take, or cause to be taken, any action with respect to their respective assets, businesses or Subsidiaries that is not conditioned upon the consummation of the Transactions, including the Merger. Neither Parent nor the Company shall withdraw its Notification and Report Form that it files pursuant to the HSR Act, or commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act, other applicable antitrust or competition laws or regulations, or any other Law applicable to the Transactions or otherwise agree not to close the Merger Agreementfor some period of time, GHX will promptly inform without the Stockholder prior written consent of such occurrence the other. In furtherance and not in limitation of the Stockholder foregoing, each Party agrees to (x) make an appropriate filing of a Notification and GHX will cooperate Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable, and in any event within ten (10) Business Days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), to request early termination of the initial HSR waiting period, and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and (y) make all other necessary filings as promptly as practicable, and in any event within ten (10) Business Days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws.
(b) Each of Parent and the Company shall, in connection with and without limiting the efforts referenced in Section 6.2(a) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the Transactions under the HSR Act or any other Antitrust Law, (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any Proceeding initiated by GHX a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other party, (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, by promptly providing copies to the other Party of any such written communications, and of any material communication received or given in connection with any Proceeding by a private party, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any Proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC or other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in any in-person meetings, substantive telephone calls or conferences with the DOJ, the FTC or other Governmental Entity or other Person; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of Parent, Company or any of their respective Subsidiaries, (B) as necessary to comply with contractual arrangements and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.2(b) as “Antitrust Counsel Only Material.” Notwithstanding anything to the contrary contained in this Agreement, Parent, after prior consultation with the Company to the extent practicable, shall have the principal responsibility for devising and implementing the strategy for obtaining the receipt of any required approvals under the HSR Act and any other applicable Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Body Entity in connection with obtaining any such approvals.
(c) In connection with and without limiting the foregoing, each of the Parties shall give any notices to third parties required under the Company Material Contracts or the Parent Material Contracts, as applicable, and each of the Parties shall use, and cause each of their respective Subsidiaries to use, its reasonable best efforts to obtain any third party consents with respect to such amendment Company Material Contracts or supplementParent Material Contracts that are necessary, proper or advisable to consummate the Transactions, including the Merger; provided that nothing contained in this Section 6.2(c) shall be deemed to be a condition to Closing and the failure to obtain any such third party consents with respect to such Company Material Contracts or Parent Material Contracts, as applicable, shall not, in and of itself, provide any Party with the ability to not close the Transactions or terminate this Agreement pursuant to Section 8.1.
Appears in 2 contracts
Sources: Merger Agreement (Encana Corp), Merger Agreement (Newfield Exploration Co /De/)
Regulatory Approvals and Related Matters. (a) Each party shall use reasonable best efforts to file, as promptly as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions. Without limiting the generality of the foregoing, the Company and Parent shall, as promptly as practicable after the date of this Agreement, prepare and file the notifications required under the HSR Act and under any other Legal Requirement that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”) in connection with the Merger.
(b) Parent, Merger Sub and the Company each shall promptly supply the other parties with any information that may be required in order to effectuate any filings or applications pursuant to Section 5.6(a). Except where prohibited by applicable Legal Requirements, and subject to the Confidentiality AgreementAgreements, each of the Stockholder Company and GHX shall Parent shall, (i) consult with the other party prior to taking a position with respect to any filing required under Section 5.6(asuch filing, (ii) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX any party to this Agreement in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, (iii) coordinate with the other in preparing and exchanging such information information, and (iv) promptly provide the other (and its counsel) the other’s outside counsel with copies of all written filings, presentations or submissions (and a summary of any oral presentations) made by GHX such party with any Governmental Body in connection with this Agreement, the Merger Agreement or the Contemplated Transactions; provided that that, with respect to any such filing, presentation or submission, each of Parent and the Stockholder and GHX Company need not supply the other (or its counsel) with copies (or, in the case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement.
(c) The Company and Parent shall use reasonable best efforts to respond and substantially comply as promptly as practicable to: (i) any inquiries or requests (including any “second request” for information) received from the Federal Trade Commission or the U.S. Department of Justice for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters. GHX Each party will notify the Stockholder other promptly upon the receipt of: (i) any comments from any officials of any Governmental Body in connection with any filings made pursuant hereto or pursuant to the Merger this Agreement, and (ii) any request by any officials of any Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of the Merger Agreement), GHX each party will promptly inform the Stockholder other of such occurrence and the Stockholder and GHX will cooperate with respect to the in filing by GHX with the applicable Governmental Body of such amendment or supplement.
(d) Parent and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other Contemplated Transactions; and (ii) shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other Contemplated Transactions.
(e) If any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violating any Antitrust Law, Parent, Merger Sub and the Company shall use their reasonable best efforts to: (i) contest, resist or resolve any such proceeding or action; and (ii) to have vacated, lifted, reversed or overturned any injunction resulting from such proceeding or action, including, but not limited to, entering into negotiations with any applicable Governmental Body.
(f) The Company agrees to take, or causing to be taken, all actions necessary to delist the Common Stock from The Nasdaq Capital Market and to terminate registration under the Exchange Act, and to use its reasonable best efforts to remove from quotation the Common Stock on The Nasdaq Capital Market effective as of the Effective Time.
Appears in 1 contract
Sources: Merger Agreement (Versant Corp)
Regulatory Approvals and Related Matters. (a) Each Party shall use reasonable best efforts to file, as promptly as practicable after the Agreement Date, all notices, reports and other documents required to be filed by such Party with any Governmental Authority with respect to the Transaction. Without limiting the generality of the foregoing, Trident and NXP shall, as promptly as practicable after the Agreement Date, prepare and file the notifications required under the HSR Act, the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, the FTC Act, Council Regulation 139/2004 of the European Commission, and under any other Applicable Law that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”) in connection with the Transaction. All fees payable to Governmental Authorities in respect of Antitrust Approvals in connection with the transfer of the Acquired Assets by NXP to the Companies, the transfer of the Securities to Trident Cayman or an Affiliate of Trident Cayman, the issuance of the Trident Exchange Shares or Trident Cash Purchase Shares to NXP or otherwise in connection with this Agreement or any Pre-Closing Carve-Out Agreement shall be paid by NXP when due.
(b) NXP and Trident each shall promptly supply the other with any information that may be required in order to effectuate any filings or applications pursuant to this Section 7.17. Except where prohibited by applicable Legal RequirementsApplicable Laws, and subject to the Confidentiality AgreementNDA, the Stockholder each of Trident and GHX shall NXP shall, (i) consult with the other party Party prior to making or taking a position with respect to any filing required under Section 5.6(asuch filing, (ii) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions opinions, proposals, filings, applications, notices and proposals submissions before making or submitting any of the foregoing to any Governmental Body Authority by or on behalf of GHX any Party to this Agreement in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated TransactionsTransaction, (iii) coordinate with the other in preparing and exchanging such information and information, (iv) promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX such Party with any Governmental Body Authority in connection with this Agreement, the Merger Agreement or the Contemplated TransactionsTransaction, and (v) except to the extent prohibited by the relevant Governmental Authority, permit representatives of each Party to participate in meetings and conferences with any Governmental Authority relating to the Transaction; provided that provided, that, with respect to any such filing, presentation or submissionsubmission that contains information that a Party reasonably deems it to be sensitive for its business, each such Party may designate relevant portions of such notice, filing, presentation, or other submission as “Outside Counsel Eyes Only,” in which case review of those designated portions shall be limited to the Stockholder and GHX need not supply outside counsel representing the other Party, and such other Party agrees to abide by such arrangement.
(or its counselc) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt ofThe Parties shall use commercially reasonable efforts to: (i) any comments from any officials take all other actions necessary to cause the expiration or termination of any Governmental Body in connection with any filings made pursuant hereto or pursuant to the Merger Agreement, and applicable waiting periods under the Antitrust Laws as soon as practicable; (ii) resolve any request objections which may be asserted by any officials of any Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of the Merger Agreement, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate Authority with respect to the filing Transaction under the Antitrust Laws; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any Applicable Law or contract, or otherwise) by GHX such Party in connection with the Transaction and to make effective the Transaction. If any Governmental Authority, including any competition authority, seeks amendments to the Transaction or commitments to be undertaken by any Party as a condition to refraining from seeking to block the Transaction, allowing the applicable waiting period to expire or releasing such Governmental Body Authority’s consent with respect to the Transaction, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their commercially reasonable efforts in order to agree upon amendments to this Agreement or the Ancillary Agreements which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of such amendment the Transaction and the other transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any divestiture, sale, license or supplementEncumbrance of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and properties (each, an “Antitrust Restraint”).
Appears in 1 contract
Sources: Share Exchange Agreement (Trident Microsystems Inc)
Regulatory Approvals and Related Matters. (a) Each party shall use reasonable best efforts to file, as promptly as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions. Without limiting the generality of the foregoing, the Company and Parent shall, as promptly as practicable after the date of this Agreement, prepare and file the notifications required under the HSR Act and under any other Legal Requirement that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”) in connection with the Merger.
(b) Parent, Merger Sub and the Company each shall promptly supply the other parties with any information that may be required in order to effectuate any filings or applications pursuant to Section 5.6(a). Except where prohibited by applicable Legal Requirements, and subject to the Confidentiality Agreement, each of the Stockholder Company and GHX shall Parent shall, (i) consult with the other party prior to taking a position with respect to any filing required under Section 5.6(asuch filing, (ii) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX any party to this Agreement in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, (iii) coordinate with the other in preparing and exchanging such information information, and (iv) promptly provide the other (and its counsel) the other’s outside counsel with copies of all written filings, presentations or submissions (and a summary of any oral presentations) made by GHX such party with any Governmental Body in connection with this Agreement, the Merger Agreement or the Contemplated Transactions; provided that that, with respect to any such filing, presentation or submission, each of Parent and the Stockholder and GHX Company need not supply the other (or its counsel) with copies (or, in the case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement.
(c) The Company and Parent shall use reasonable best efforts to respond and substantially comply as promptly as practicable to: (i) any inquiries or requests (including any “second request” for information) received from the Federal Trade Commission or the U.S. Department of Justice for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters. GHX Each party will notify the Stockholder other promptly upon the receipt of: (i) any comments from any officials of any Governmental Body in connection with any filings made pursuant hereto or pursuant to the Merger this Agreement, and (ii) any request by any officials of any Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of the Merger Agreement), GHX each party will promptly inform the Stockholder other of such occurrence and the Stockholder and GHX will cooperate with respect to the in filing by GHX with the applicable Governmental Body of such amendment or supplement.
(d) Parent and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other Contemplated Transactions; and (ii) shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other Contemplated Transactions.
(e) If any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violating any Antitrust Law, Parent, Merger Sub and the Company shall use their reasonable best efforts to: (i) contest, resist or resolve any such proceeding or action; and (ii) to have vacated, lifted, reversed or overturned any injunction resulting from such proceeding or action, including, but not limited to, entering into negotiations with any applicable Governmental Body.
Appears in 1 contract
Sources: Merger Agreement (Versant Corp)
Regulatory Approvals and Related Matters. Except where prohibited (a) Each party shall use commercially reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, within ten business days after the date of this Agreement, prepare and file or cause to be prepared and filed: (i) the notification and report forms required to be filed under the HSR Act; and (ii) any notification or other document required to be filed in connection with the Merger under any applicable foreign Legal Requirement relating to antitrust or competition matters. Parent shall pay all filing fees and related expenses with respect to the filings contemplated by the preceding sentence. The Company and Parent shall respond as promptly as practicable to: (A) any inquiries or requests received from the Federal Trade Commission or the Antitrust Division of the Department of Justice for additional information or documentation (including a formal request for additional information and documentary information); and (B) any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Body in connection with antitrust or competition matters. At the request of Parent, the Company shall agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any other action with respect to any of the businesses, product lines or assets of the Acquired Corporations, provided that any such action is conditioned upon the Closing.
(b) Subject to Section 5.6(c), Parent and the Company shall use commercially reasonable efforts to take, or cause to be taken, all actions necessary or advisable to consummate the Merger and make effective the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(c), each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party or any of its Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement; (ii) shall use commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal RequirementsRequirement or Contract, or otherwise) by such party or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement including any Consents with state banking departments or similar agencies required in connection with a change of control of any Acquired Corporation holding a Money Transmitter License; (iii) shall use commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Merger or any of the other transactions contemplated by this Agreement; and (iv) shall use commercially reasonable efforts to promptly take, and cause its Subsidiaries or Affiliates to take, all reasonable actions and steps requested or required by a Governmental Body as a condition to granting any consent, permit, authorization, waiver, clearance and approval, to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, of the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Body, provided that Parent and Company shall only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is contingent upon the occurrence of the Closing; provided, however, that, with respect to the obligations to obtain a Consent relating to a change of control of any Acquired Corporation holding a Money Transmitter License, only after the later of (I) the End Date and (II) the time at which (1) all of the Specified Registrations have been obtained and (2) there are no more than ten states in the aggregate for which a Consent is required but has not been obtained (the “Specified Registration Approval Date”), Parent and the Company agree to use commercially reasonable efforts to identify possible alternatives that eliminate the need to obtain any Consent that has not yet been obtained, including: (x) to the extent feasible, ceasing operations of the Acquired Corporations, as of the Effective Time, in the applicable jurisdiction to the extent the operations in such jurisdiction require the Acquired Corporations to have a Money Transmitter License and surrendering such Money Transmitter License as of the Effective Time in accordance with the Money Transmitter Requirements in such jurisdiction, (y) entering into arrangements reasonably satisfactory to Parent (or consenting to the entry by an Acquired Corporation into arrangements reasonably satisfactory to Parent) with Affiliates or third parties that possess the necessary licenses providing the ability to create agency relationships to enable the Acquired Corporations to continue to provide the Company Services in the applicable jurisdiction, or (z) obtaining verbal or written assurances reasonably acceptable to Parent from the applicable Governmental Body that its Consent is forthcoming and no adverse action related to the failure to obtain such Consent will be taken against any of the Acquired Corporations or Parent in connection with the continued conduct of the operations of the Acquired Corporations (or the Surviving Corporation or any of its Subsidiaries, as applicable) in the applicable jurisdiction notwithstanding the pendency of any such Consent (clauses “(x),” “(y)” and “(z)” each, an “Alternate Arrangement”). Without limiting the rights of Parent or Merger Sub under Section 6 or this Section 5.6, each of the Company and Parent agrees to use commercially reasonable efforts to cooperate with one another and implement and cause any Alternate Arrangements reasonably satisfactory to it to become effective as promptly as reasonably practicable after the Specified Registration Approval Date in order to permit the Effective Time to occur as promptly as reasonably practicable thereafter (subject to the Confidentiality Agreementsatisfaction or waiver of the conditions set forth in Section 6 and Section 7). Each of the parties hereto shall use commercially reasonable efforts to (A) cooperate with each other in connection with any filing or submission with a Governmental Body in connection with the Merger and in connection with any investigation or other inquiry by or before a Governmental Body relating to the Merger, including any proceeding initiated by a private Person, (B) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the Stockholder Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Body and GHX shall of any material communication received or given in connection with any proceeding by a private party, in each case regarding the Merger, (C) subject to applicable Legal Requirements relating to the exchange of information, and to the extent reasonably practicable, consult with the other party prior to taking a position with respect to information relating to the other parties and their respective Subsidiaries, as the case may be, that appears in any filing required under Section 5.6(a) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection made with, or written materials submitted to, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with third Person and/or any Governmental Body in connection with this Agreementthe Merger, other than “4(c) and 4(d) documents” as those terms are used in the Merger Agreement or rules and regulations under the Contemplated Transactions; provided that with respect to any such filingHSR Act, presentation or submission, each of the Stockholder and GHX need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summaryD) to the extent that permitted by the Federal Trade Commission, the Antitrust Division of the Department of Justice or such other applicable Governmental Body or other person, give the other party the opportunity to attend and participate in such meetings and conferences.
(c) Notwithstanding anything to the contrary contained in Section 5.6 or elsewhere in this Agreement (other than with respect to Alternate Arrangements after the Specified Registration Approval Date), neither Parent, Holdings nor Merger Sub shall have any Legal Requirement applicable obligation under this Agreement (nor shall any Acquired Corporation be permitted to agree unless Parent so directs them (and they shall, if Parent so directs, agree to, so long as such party requires such party agreements are conditioned upon the Closing)): (i) to dispose of or transfer or cause any of its Subsidiaries to restrict dispose of or prohibit access transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any such properties Person any technology, software or information other Intellectual Property or Intellectual Property Right, or to commit to cause any of the extent required Acquired Corporations to license or otherwise make available to any Person any technology, software or other Intellectual Property or Intellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment, or to commit to cause any of the Acquired Corporations to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations, unless, in the case of this clause “(v),” such commitment relates solely to the Acquired Corporations and would not reasonably be expected to adversely affect in any material respect the benefits to Parent arising from this Agreement and the transactions contemplated hereby or the ability of any of the Acquired Corporations to operate their businesses in substantially the same manner as conducted prior to the date hereof; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Merger or any of the other transactions contemplated by this Agreement (any of the foregoing, a “Burdensome Condition”). The Company and Parent shall provide each other with copies of any notice, report or other document filed with, sent to or received from any Governmental Body on behalf of any of the Acquired Corporations or Parent, as the case may be, in connection with the Merger or any of the other transactions contemplated by this Agreement. The Company shall also provide Parent (x) any material notice, report or other document received by any existing confidentiality or non-disclosure agreement. GHX will notify of the Stockholder promptly upon the receipt of: (i) any comments Acquired Corporations from any officials of any Governmental Body in connection with any filings made pursuant hereto Money Transmitter Requirements promptly following the receipt of such notice, report or pursuant to the Merger Agreement, other document and (iiy) any request by any officials notice of any inquiry from a Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable regarding the Company’s compliance with Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of Requirements promptly following the Merger Agreement, GHX will promptly inform the Stockholder receipt of such occurrence and the Stockholder and GHX will cooperate with respect to the filing by GHX with the applicable Governmental Body of such amendment or supplementinquiry.
Appears in 1 contract
Sources: Merger Agreement (XOOM Corp)
Regulatory Approvals and Related Matters. (a) In addition to and without limitation on the other provisions of this Section 5.6, each party shall use reasonable best efforts to prepare and file, as promptly as practicable after the date of this Agreement, all necessary notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions. Without limiting the generality of the foregoing, the Company and Parent shall, as promptly as practicable after the date of this Agreement, prepare and file the notifications required under the HSR Act and under any other Legal Requirement that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”) in connection with the Merger. The Company and Parent shall use reasonable best efforts to respond as promptly as practicable to: (i) any inquiries or requests (including any “second request” for information) received from the Federal Trade Commission or the U.S. Department of Justice (“FTC/DOJ”) for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters.
(b) Parent, Merger Sub and the Company each shall promptly supply the other party with any information that may be required in order to effectuate any filings or applications pursuant to Section 5.6(a). Except where prohibited by applicable Legal Requirements, and subject to the Confidentiality AgreementNon-Disclosure Agreements, each of the Stockholder Company and GHX Parent shall consult with the other party prior to taking a position with respect to any filing required under Section 5.6(a) of the Merger Agreementsuch filing, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX any party hereto in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX such party with any Governmental Body in connection with this Agreement, the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, each of Parent and the Stockholder and GHX Company need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX .
(c) Each party will notify the Stockholder other promptly upon the receipt of: (i) any comments from any officials of any Governmental Body in connection with any filings made pursuant hereto or pursuant to the Merger Agreementhereto, and (ii) any request by any officials of any Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of the Merger Agreement), GHX each party will promptly inform the Stockholder other of such occurrence and the Stockholder and GHX will cooperate with respect to the in filing by GHX with the applicable Governmental Body of such amendment or supplement.
(d) Parent and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to consummate the Merger and the Company Stockholder Voting Agreements and, without limiting the generality of the foregoing, each party to this Agreement: (i) shall prepare and make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other Contemplated Transactions; and (ii) shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other Contemplated Transactions, including, but not limited to, (A) entering into negotiations with any applicable Governmental Body; (B) providing information required by law or governmental regulation; and (C) substantially complying with any “second request” for information pursuant to Antitrust Law; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to (1) proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any assets, businesses or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates (or to consent to any sale, or agreement to sell, by the Company of any of its assets or businesses) or (2) agree to any changes or restriction in the operations of any such assets or businesses that, in the case of clause (2), would have a Parent Material Adverse Effect as defined in subsection (a) of the term “Parent Material Adverse Effect.”
(e) Notwithstanding anything to the contrary contained in this Section 5.6 or elsewhere in this Agreement, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, Parent, Merger Sub and the Company shall use their reasonable best efforts to: (i) contest, resist or resolve any such proceeding or action; and (ii) to have vacated, lifted, reversed or overturned any injunction resulting from such proceeding or action.
Appears in 1 contract
Sources: Merger Agreement (Neoforma Inc)
Regulatory Approvals and Related Matters. Except where prohibited (a) Each Party shall cooperate with each other Party and shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by applicable Legal Requirementssuch party with any Governmental Entity, with respect to the Merger and the transactions contemplated hereby, and subject to submit promptly any information reasonably requested by any Governmental Entity. Each of the Company and Parent shall give the other Party prompt notice of the commencement or known threat of commencement of any Legal Proceeding by or before any Governmental Entity with respect to the Confidentiality AgreementMerger or any of the transactions contemplated hereby, the Stockholder and GHX shall consult with keep the other party prior reasonably informed as to taking a position the status of any such Legal Proceeding or threat, and in connection with respect to any filing required under Section 5.6(a) such Legal Proceeding, each of the Merger Agreement, shall Company or Parent will permit the other to review and discuss in advance, and consider in good faith the views authorized representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection withwith any document, opinion or proposal made or submitted to any analysesGovernmental Entity in connection with any such Legal Proceeding.
(b) Subject to the immediately following sentence, appearancesParent and the Company shall use reasonable best efforts to take, presentationsor cause to be taken, memorandaall actions necessary to consummate the Merger and make effective the other transactions contemplated hereby. Without limiting the generality of the foregoing, briefsbut subject to Section 5.6(c), white paperseach Party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated hereby; (ii) shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Law or Contract, argumentsor otherwise) by such party in connection with the Merger or any of the other transactions contemplated hereby; and (iii) shall use reasonable best efforts to lift any restraint, opinions injunction or other legal bar to the Merger.
(c) Notwithstanding anything to the contrary contained in this Section 5.6, neither Parent, Acquisition Sub, Merger Sub or the Company shall have any obligation under this Agreement to divest or agree to divest (or cause any of its Subsidiaries to divest or agree to divest) any of its respective material businesses, material product lines or material assets, or to take or agree to take (or cause any of its Subsidiaries to take or agree to take) any other material action or agree (or cause any of its Subsidiaries to agree) to any material limitation or material restriction on any of its respective material businesses, material product lines or material assets and proposals before making neither Parent, Acquisition Sub, Merger Sub or submitting the Company shall do any of the foregoing to without the prior consent of the other parties.
(d) The Company and Parent each shall, upon request by the other, promptly furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Form S-4, Joint Proxy Statement/Prospectus and any Governmental Body other statement, filing, notice or application made by or on behalf of GHX Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with any investigations or proceedings in connection with the Merger and the other transactions contemplated by this Agreement, the Merger Agreement or the Contemplated Transactions, coordinate with .
(e) The Company and Parent each shall promptly furnish the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filingsnotice or other communications received by the Company or Parent, presentations as the case may be, or submissions (and a summary any of their respective Subsidiaries from any oral presentations) made by GHX with third party and/or any Governmental Body in connection with this Agreement, the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, each of the Stockholder and GHX need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt of: (i) any comments from any officials of any Governmental Body in connection with any filings made pursuant hereto or pursuant to the Merger Agreement, and (ii) any request by any officials of any Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of the Merger Agreement, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate Entity with respect to the filing Merger and the other transactions contemplated by GHX with the applicable Governmental Body of such amendment or supplementthis Agreement, other than immaterial communications.
Appears in 1 contract
Sources: Merger Agreement (Metacrine, Inc.)
Regulatory Approvals and Related Matters. Except where prohibited (a) Each Party will promptly file all notices, reports and other documents required to be filed by applicable Legal Requirements, and subject to the Confidentiality Agreement, the Stockholder and GHX shall consult such Party with the other party prior to taking a position any Governmental Body with respect to the Contemplated Transactions, and submit promptly any filing required under Section 5.6(a) additional information requested by any such Governmental Body. Each of the Merger Agreement, shall permit F-Star and Company will notify the other to review and discuss promptly upon the receipt of (and, if in advancewriting, and consider in good faith the views of the other in connection withshare a copy of) any communication received by such Party from, or given by such Party to, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions Governmental Bodies and proposals before making of any material communication received or submitting any of the foregoing to any Governmental Body by or on behalf of GHX given in connection with any investigations or proceedings proceeding by a private party, in each case in connection with the Contemplated Transactions. Without limiting the generality of the foregoing, the Parties shall, promptly after the date of this Agreement, prepare and file any notification or other document required to be filed in connection with the Merger Agreement Acquisition under any applicable foreign Legal Requirement relating to antitrust or competition matters. Company and F-Star shall respond as promptly as is practicable to respond in compliance with: (i) any inquiries or requests received from the Federal Trade Commission or the Contemplated TransactionsDepartment of Justice for information or documentation; and (ii) any inquiries or requests received from any state attorney general, coordinate with the foreign antitrust or competition authority or other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with any Governmental Body in connection with this Agreement, antitrust or competition matters. Each of F-Star and Company will give the Merger Agreement other prompt notice of the commencement or the Contemplated Transactions; provided that known threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to any such filing, presentation or submission, each of the Stockholder and GHX need not supply Contemplated Transactions, will keep the other (reasonably informed as to the status of any such Legal Proceeding or its counsel) with copies (orthreat, and, in case connection with any such Legal Proceeding, will permit authorized representatives of oral presentations, a summary) the other to the extent that any Legal Requirement applicable to such party requires such party be present at each meeting or its Subsidiaries to restrict or prohibit access conference relating to any such properties Legal Proceeding and to have access to and be consulted in connection with any document, opinion or information proposal made or submitted to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt of: (i) any comments from any officials of any Governmental Body in connection with any filings made pursuant hereto or pursuant such Legal Proceeding.
(b) Upon the terms and subject to the Merger Agreementconditions set forth in this Agreement and subject to this Section 6.4(b), each of the Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions necessary or advisable to satisfy each of the conditions set forth in Article 7, consummate the Acquisition and make effective the other Contemplated Transactions (provided that no Party will be required to waive any of the conditions set forth in Article 7, as applicable, as part of its obligations to consummate the Contemplated Transactions). Without limiting the generality of the foregoing, but subject to this Section 6.4(b), each Party agrees to use its commercially reasonable efforts to: (i) as promptly as practicable, prepare and file all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Contemplated Transactions; (ii) any request by any officials of any Governmental Body for amendments or supplements obtain each Consent (if any) required to any filings made be obtained (pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever Requirement or Contract, or otherwise) by such Party in connection with the Contemplated Transactions; and (iii) lift any event occurs that is required to be set forth in an amendment restraint, injunction or supplement to any filing made pursuant to Section 5.6(a) of the Merger Agreement, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate with respect other legal bar to the filing by GHX with the applicable Governmental Body of such amendment or supplementContemplated Transactions.
Appears in 1 contract
Sources: Share Exchange Agreement (Spring Bank Pharmaceuticals, Inc.)
Regulatory Approvals and Related Matters. (a) In addition to and without limitation on the other provisions of this Section 5.6, each party shall use reasonable best efforts to prepare and file, as promptly as practicable after the date of this Agreement, all necessary notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the Contemplated Transactions.
(b) Parent, Merger Sub and the Company each shall promptly supply the other party with any information that may be required in order to effectuate any filings or applications pursuant to Section 5.6(a). Except where prohibited by applicable Legal Requirements, each of the Company and subject to the Confidentiality Agreement, the Stockholder and GHX Parent shall consult with the other party prior to taking a position with respect to any filing required under Section 5.6(a) of the Merger Agreementsuch filing, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX any party hereto in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX such party with any Governmental Body in connection with this Agreement, the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, each of Parent and the Stockholder and GHX Company need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX .
(c) Each party will notify the Stockholder other promptly upon the receipt of: (i) any comments from any officials of any Governmental Body in connection with any filings made pursuant hereto or pursuant to the Merger Agreementhereto, and (ii) any request by any officials of any Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of the Merger Agreement), GHX each party will promptly inform the Stockholder other of such occurrence and the Stockholder and GHX will cooperate with respect to the in filing by GHX with the applicable Governmental Body of such amendment or supplement.
(d) Parent and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to consummate the Merger and, without limiting the generality of the foregoing, each party to this Agreement: (i) shall prepare and make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the Contemplated Transactions; and (ii) shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the Contemplated Transactions, including, but not limited to, (A) entering into negotiations with any applicable Governmental Body; and (B) providing information required by law or governmental regulation; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to (1) proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any assets, businesses or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates (or to consent to any sale, or agreement to sell, by the Company of any of its assets or businesses) or (2) agree to any changes or restriction in the operations of any such assets or businesses that, in the case of clause (2), would have a Parent Material Adverse Effect as defined in subsection (a) of the term “Parent Material Adverse Effect.”
Appears in 1 contract
Regulatory Approvals and Related Matters. (a) Each Party shall use its respective best endeavors to ensure that all notices, reports and other documents required to be filed by such Party or any of its Affiliates, individually or jointly with any other Party, with any Governmental Authority with respect to the Transaction will be made as promptly as practicable after the Agreement Date.
(b) Subject always to United having fully complied with its obligations under Section 7.9(d), Maple Leaf:
(i) shall on behalf of the Parties, have control over all communications and strategy relating to filings, pre-filings, notifications, notices, submissions, or other applications, in connection with the Required Regulatory Approvals; and
(ii) shall use its best endeavors to, as promptly as practicable after the Agreement Date and in any event within ** after the Agreement Date (the “Filing Deadline,” unless United and Maple Leaf agree that it would be advisable to delay such submission), prepare and submit all filings (or pre-filings where required by the relevant Governmental Authority), notifications, notices, submissions, or other applications required in connection with the Required Regulatory Approvals; provided, solely in respect of Russian Regulatory Approval, the Filing Deadline shall be ** after the Agreement Date.
(c) United and Maple Leaf shall each pay one-half of all documented fees payable to Governmental Authorities in connection with the Required Regulatory Approvals.
(d) United and Maple Leaf shall promptly supply the other Party and its Representatives with any documents and information that may be reasonably requested by the other Party or any of its Representatives in order to effectuate any filings, pre-filings, notifications, notices, submissions, or other applications pursuant to this Section 7.9. Except where prohibited by applicable Legal RequirementsApplicable Laws, and subject to the Confidentiality AgreementMutual NDA and Joint Defense Agreement dated as of June 8, the Stockholder 2017 (“JDA”), each of Maple Leaf and GHX shall United shall, (i) consult with the other party Party prior to making or taking a position with respect to any filing required under Section 5.6(asuch filing, pre-filing, notification, notice, submission, or other application, (ii) of the Merger Agreement, shall permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions opinions, proposals, filings, applications, notices and proposals submissions before making or submitting any of the foregoing to any Governmental Body Authority by or on behalf of GHX any Party in connection with any filings, investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated TransactionsTransaction, (iii) coordinate with the other Party in preparing and exchanging such information and information, (iv) promptly provide the other (and its counsel) Party with such information, including copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with such Party with, and any documents received from, any Governmental Body Authority in connection with this Agreement, the Merger Agreement or the Contemplated TransactionsTransaction or investigation thereof, and (v) except to the extent prohibited by the relevant Governmental Authority or with the prior written consent of the other Party, permit representatives of each Party to participate in meetings and telephone conferences with any Governmental Authority relating to the Transaction; provided that provided, that, with respect to any such filing, presentation presentation, submission or submissionother information that contains information that a Party reasonably deems it to be sensitive for its business, each such Party may designate relevant portions as “Outside Counsel Only,” in which case review of those designated portions shall be limited to the outside counsel and economic consultants representing the other Party, and such other Party agrees to abide by such arrangement. Notwithstanding anything to the contrary in this Section 7.9(d), materials provided to the other Party, its outside counsel or economic experts may be redacted to remove references concerning valuation of the Stockholder and GHX need not supply United Contributions or the other Maple Leaf Contributions.
(or its counsele) with copies (orThe Parties shall use reasonable endeavors, in case of oral presentationsconnection with any Required Regulatory Approval or under any Applicable Law in connection with the Transaction, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt ofto: (i) any comments from any officials of any Governmental Body in connection with any filings made pursuant hereto or pursuant promptly obtain each Consent required to the Merger Agreementbe obtained, and to make effective the Transaction as soon as practicable, (ii) resolve any request objections which may be asserted by any officials Governmental Authority and (iii) contest and resist any, action, proceeding or order that seeks to or does delay, prevent or prohibit the consummation of the Transaction, as promptly as practicable. If any Governmental Body for amendments Authority seeks to permanently restrain, enjoin, prohibit or supplements to any filings made pursuant tootherwise block the consummation of the Transaction (in full or in part), or information provided seeks amendments to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required the Transaction or commitments to be set forth in an amendment undertaken by any Party as a condition to refraining from seeking to block the Transaction, terminating or supplement allowing the applicable waiting period to any filing made pursuant to Section 5.6(a) of the Merger Agreement, GHX will promptly inform the Stockholder of expire or releasing such occurrence and the Stockholder and GHX will cooperate Governmental Authority’s Consent with respect to the filing by GHX Transaction, the Parties shall promptly commence and conduct good faith negotiations with each other and with the applicable Relevant Governmental Body Authority for a period of not less than ** and use their respective reasonable endeavors during such amendment period in order to agree upon amendments to the Transaction Agreements or supplementother actions as may be necessary or advisable to resolve any such objections.
(f) Neither Party shall, before Completion, authorize or announce an intention to authorize, or enter into agreements providing for, any acquisitions of a substantial equity interest in or a substantial portion of the assets of any Person or any business or division thereof, that, in each case, has, either currently or within the previous **, sales, assets or operations in the Territories, and that has not already been publicly announced as of the day before the Agreement Date, in each case whether by merger, consolidation, combination, acquisition of stock or assets or formation of a joint venture or otherwise, that, in each case, would reasonably be expected to prevent, delay, make more difficult or impede the consummation of the Transaction.
Appears in 1 contract
Sources: Contribution Agreement (Yandex N.V.)
Regulatory Approvals and Related Matters. Except where prohibited (a) Each Party will promptly file all notices, reports and other documents required to be filed by applicable Legal Requirements, and subject to the Confidentiality Agreement, the Stockholder and GHX shall consult such Party with the other party prior to taking a position any Governmental Body with respect to the Contemplated Transactions, and submit promptly any filing required under Section 5.6(a) additional information requested by any such Governmental Body. Each of the Merger Agreement, shall permit Evtec and BLBX will notify the other to review and discuss promptly upon the receipt of (and, if in advancewriting, and consider in good faith the views of the other in connection withshare a copy of) any communication received by such Party from, or given by such Party to, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions Governmental Bodies and proposals before making of any material communication received or submitting any of the foregoing to any Governmental Body by or on behalf of GHX given in connection with any investigations or proceedings proceeding by a private party, in each case in connection with the Contemplated Transactions. Without limiting the generality of the foregoing, the Parties shall, promptly after the date of this Agreement, prepare and file any notification or other document required to be filed in connection with the Merger Agreement Contemplated Transactions under any applicable foreign Legal Requirement relating to antitrust or competition matters. BLBX and Evtec shall respond as promptly as is practicable to respond in compliance with: (i) any inquiries or requests received from the Federal Trade Commission or the Contemplated TransactionsDepartment of Justice for information or documentation; and (ii) any inquiries or requests received from any state attorney general, coordinate with the foreign antitrust or competition authority or other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with any Governmental Body in connection with this Agreement, antitrust or competition matters. Each of Evtec and BLBX will give the Merger Agreement other prompt notice of the commencement or the Contemplated Transactions; provided that known threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to any such filing, presentation or submission, each of the Stockholder and GHX need not supply Contemplated Transactions, will keep the other (reasonably informed as to the status of any such Legal Proceeding or its counsel) with copies (orthreat, and, in case connection with any such Legal Proceeding, will permit authorized representatives of oral presentations, a summary) the other to the extent that any Legal Requirement applicable to such party requires such party be present at each meeting or its Subsidiaries to restrict or prohibit access conference relating to any such properties Legal Proceeding and to have access to and be consulted in connection with any document, opinion or information proposal made or submitted to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt of: (i) any comments from any officials of any Governmental Body in connection with any filings made pursuant hereto or pursuant such Legal Proceeding.
(b) Upon the terms and subject to the Merger Agreementconditions set forth in this Agreement and subject to this Section 6.3(b), each of the Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions necessary or advisable to satisfy each of the conditions set forth in Article 7, consummate the Acquisition and make effective the other Contemplated Transactions (provided that no Party will be required to waive any of the conditions set forth in Article 7, as applicable, as part of its obligations to consummate the Contemplated Transactions). Without limiting the generality of the foregoing, but subject to this Section 6.3(b), each Party agrees to use its commercially reasonable efforts to: (i) as promptly as practicable, prepare and file all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Contemplated Transactions; (ii) any request by any officials of any Governmental Body for amendments or supplements obtain each Consent (if any) required to any filings made be obtained (pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever Requirement or Contract, or otherwise) by such Party in connection with the Contemplated Transactions; and (iii) lift any event occurs that is required to be set forth in an amendment restraint, injunction or supplement to any filing made pursuant to Section 5.6(a) of the Merger Agreement, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate with respect other legal bar to the filing by GHX with the applicable Governmental Body of such amendment or supplementContemplated Transactions.
Appears in 1 contract
Regulatory Approvals and Related Matters. Except where prohibited by applicable Legal Requirements(a) Each Party shall, and subject to the Confidentiality Agreementas promptly as possible, the Stockholder and GHX shall consult with the other party prior to taking a position but with respect to any filing or submission required under Section 5.6(athe HSR Act to be made in connection with the Exchange in no event later than ten (10) Business Days from the date hereof, (i) make, or cause to be made, all filings and submissions (including those under the HSR Act, together with a request for early termination of the Merger waiting period thereunder, or the Canadian Competition Act) required under any Legal Requirement applicable to such Party or any of its Affiliates in respect of the Exchange or the distribution of Exchange Shares to the members of the Contributor; and (ii) use commercially reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, expiration or termination of applicable waiting periods, orders and approvals from all Governmental Bodies that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement by the End Date (collectively, the “Regulatory Approvals”). Company and Contributor shall cooperate on all tactics and strategies, including the withdrawal and refiling of any HSR Act notice, with regard to obtaining consents, authorizations, expiration or termination of applicable waiting periods, orders and approvals from all Governmental Bodies that may be or become necessary for its execution and delivery of this Agreement; provided, however, that subject to Section 5.4(c) hereof, Contributor shall make the ultimate determination about which actions, conditions, agreements, filings and submissions (including the withdrawal and refiling of any of the foregoing), if any, are necessary. Unless prohibited by applicable Legal Requirement, each Party shall cooperate fully with the other Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, expiration or termination of applicable waiting periods, orders and approvals, including any filings and submissions required under the HSR Act, the Canadian Competition Act or any other Legal Requirements applicable to any member of the Contributor in connection with the transactions contemplated by this Agreement and/or the distribution of Exchange Shares to such members (collectively, the “Affiliate Approvals”). The Parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, expiration or termination of applicable waiting periods, orders and approvals.
(b) Company and Contributor shall use commercially reasonable efforts to promptly give all notices to, and obtain all consents from, all third parties that are described in Part 3.3 of the Company Disclosure Schedule and Part 2.3 of the Contributor Disclosure Schedule; provided, however, that in no event shall Contributor, the CHB Companies and their respective Affiliates be required to expend money or offer or grant any accommodation (financial or otherwise) to any third party in connection with Company obtaining any such consent (other than immaterial administrative and/or legal costs and expenses).
(c) Company and Contributor shall each commit to divest or hold separate, to enter into any licensing or similar arrangements, to sell, continue, limit, or take any other action with respect to, any assets (whether tangible or intangible), business, product lines or operations (a “Divestiture Action”) relating to any business of the Company, the Group Companies, Contributor and the CHB Companies to the extent that such Divestiture Actions are necessary or advisable in the discretion of Contributor; provided, however, that none of Company, any Group Company, Contributor, any CHB Company, or any of their respective Affiliates, shall be required to propose, negotiate, agree or commit to any Divestiture Action relating to any business of the Company, the Group Companies, Contributor and the CHB Companies, or any combination thereof, if (i) such Divestiture Actions, individually or in the aggregate, do or, in the good faith opinion of the board of directors of Contributor or Company, as applicable, would reasonably be expected to (1) materially undermine or impair the economic benefits or value which Contributor or Company, as the case may be, reasonably expects to derive, in the aggregate, from the consummation of the Exchange or (2) materially limit or impair the aggregate economic profile of Company after giving effect to the Exchange with respect to, or ability to conduct or operate, the business of Company and its Affiliates and Subsidiaries after the Closing (any of the foregoing, individually or together with any other Divestiture Action, a “Burdensome Divestiture Condition”), or (ii) such Divestiture Action to is not contingent upon the Closing. Nothing in this Section 5.4 shall require, or be construed to require, Contributor or any of the CHB Companies, or any of their Affiliates, or Company or any of its Affiliates to, agree to, (i) in the event any Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement has been issued, to take any steps to have such Order vacated or lifted; or (ii) any material modification or waiver of the terms and conditions of this Agreement, in each case, in respect of a Burdensome Divestiture Condition.
(d) Without limiting the generality of the Parties’ undertakings pursuant to subsections (a), (b) and (c) above, each of the Parties hereto shall permit use commercially reasonable efforts to:
(i) respond promptly to any inquiries by any Governmental Body regarding Antitrust Laws or other matters with respect to the transactions contemplated by this Agreement; and
(ii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement.
(e) Unless prohibited by applicable Legal Requirement, all analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party before any Governmental Body or the staff or regulators of any Governmental Body, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Contributor or the Group Companies with Governmental Bodies in the ordinary course of business, any disclosure which is not permitted by applicable Legal Requirement or any disclosure containing confidential information) shall be disclosed to the other to review party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and discuss in advancecooperate with one another, and consider in good faith the views of the other one another, in connection with, with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, white papersfilings, arguments, opinions and proposals before making proposals; provided, however, that materials or submitting any information revealing the value of the foregoing transaction or containing attorney-client privileged information, communications or work product or any confidential information may be provided on an outside-counsel basis only, in which case each Party shall cause their respective outside counsel not to any Governmental Body by or on behalf of GHX in connection share such information with any investigations or proceedings in connection with this Agreementother Person. Unless prohibited by a Governmental Body, the Merger Agreement or the Contemplated Transactions, coordinate with each party shall give notice to the other in preparing party with respect to and exchanging such information and promptly provide permit the other (and its counsel) with copies of all filingsparty to participate in any meeting, presentations discussion, communication, appearance or submissions (and a summary of any oral presentations) made by GHX contact with any Governmental Body in connection with this Agreement, the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation staff or submission, each of the Stockholder and GHX need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt of: (i) any comments from any officials regulators of any Governmental Body in connection Body, with any filings made pursuant hereto or pursuant such notice being sufficient to provide the Merger Agreement, and (ii) any request by any officials of any Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of the Merger Agreement, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate with respect to the filing by GHX other party with the applicable Governmental Body of opportunity to attend and participate in such amendment meeting, discussion, appearance or supplementcontact.
Appears in 1 contract
Sources: Share Contribution & Exchange Agreement (Skyline Corp)
Regulatory Approvals and Related Matters. Except where prohibited (a) Each party shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by applicable Legal Requirementssuch party with any Governmental Body with respect to the Offer, the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body.
(b) Subject to the limitations set forth in Section 6.3(c), Parent and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, but subject to the Confidentiality limitations set forth in Section 6.3(c), each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party or any of its Subsidiaries in connection with the Offer and the Merger and the other Contemplated Transactions; (ii) shall use reasonable best efforts to obtain each Consent (if any) required to be obtained pursuant to any applicable Legal Requirement by such party or any of its Subsidiaries in connection with the Offer and the Merger or any of the other Contemplated Transactions; and (iii) shall use reasonable best efforts to lift any restraint, injunction or other legal bar to the Stockholder Offer or the Merger or any of the other Contemplated Transactions. Each of Parent and GHX the Company shall consult with provide the other party prior to taking with a position copy of each proposed filing with respect to any filing required under Section 5.6(a) of the Merger Agreement, shall permit the or other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing submission to any Governmental Body by or on behalf relating to any of GHX in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, coordinate with and shall give the other party a reasonable time prior to making such filing or other submission in preparing which to review and exchanging comment on such information proposed filing or other submission. Each of Parent and the Company shall promptly deliver to the other party a copy of each such filing or other submission made, each notice given and each Consent obtained. Subject to applicable Legal Requirements and the instructions of any Governmental Body, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the Contemplated Transactions, including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, from any Governmental Body and/or third party with respect to such Contemplated Transactions, and, to the extent practicable under the circumstances, shall provide the other (party and its counsel) counsel with copies of all filings, presentations or submissions (and a summary of the opportunity to participate in any oral presentations) made by GHX meeting with any Governmental Body in respect of any filing, investigation or other inquiry in connection with the Contemplated Transactions.
(c) Notwithstanding anything to the contrary contained in this Section 6.3 or elsewhere in this Agreement, neither Parent nor Acquisition Sub shall have any obligation under this Agreement to take any of the Merger Agreement following actions, if Parent determines in good faith that taking such actions could reasonably be expected to materially affect the business or interests of Parent, any of Parent’s Subsidiaries or the Contemplated Transactions; provided that with respect to Surviving Corporation in any such filing, presentation or submission, each of the Stockholder and GHX need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt ofadverse way: (i) to dispose of or transfer or cause any comments from of its Subsidiaries to dispose of or transfer any officials assets, or to commit to cause the Company to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause the Company to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available to any Person any technology, software or other Intellectual Property or Intellectual Property Right, or to commit to cause the Company to license or otherwise make available to any Person any technology, software or other Intellectual Property or Intellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause the Company to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment, or to commit to cause the Company to make any commitment (to any Governmental Body in connection with or otherwise) regarding its future operations or the future operations of the Company; or (vi) to contest any filings made pursuant hereto Legal Proceeding or pursuant any order, writ, injunction or decree relating to the Offer or the Merger Agreement, and (ii) or any request by any officials of any Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of the Merger Agreement, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate with respect to the filing by GHX with the applicable Governmental Body of such amendment or supplementother Contemplated Transactions.
Appears in 1 contract
Regulatory Approvals and Related Matters. (a) Each party shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Mergers and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, RFMD and TriQuint shall, promptly after the date of this Agreement, prepare and file the notifications required under any Legal Requirement that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”) in connection with the Merger. RFMD and TriQuint shall use reasonable best efforts to respond as promptly as practicable to any inquiries or requests received from any state attorney general, antitrust authority or other Governmental Body in connection with antitrust or related matters.
(b) Subject to compliance with applicable Legal Requirements, TriQuint shall use reasonable best efforts to provide to RFMD, and RFMD shall use reasonable best efforts to provide to TriQuint, as promptly as practicable, any information that is required in order to effectuate any filings or applications by TriQuint or RFMD, as the case may be, pursuant to Section 6.7(a). Except where prohibited by applicable Legal Requirements, and subject to the Confidentiality Agreement and the Common Interest Agreement, the Stockholder each of RFMD and GHX TriQuint shall use reasonable best efforts to: (i) consult with the other party prior to taking a position with respect to any filing required under Section 5.6(a) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views of the other party regarding material positions being taken in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing material filings to any Governmental Body by or on behalf of GHX be made under Antitrust Laws in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, coordinate with the other in preparing and exchanging such information and promptly ; (ii) provide the other (and its counsel) as promptly as practicable with copies of all filings, presentations or material filings and material written submissions (and a summary of any oral presentations) made by GHX such party with any Governmental Body under any Antitrust Law in connection with this Agreement, the Merger Agreement or the Contemplated Transactions; provided that and (iii) consult with respect the other in advance of any meeting or conference with any Governmental Body under any Antitrust Law in connection with the Contemplated Transactions and give the other the opportunity to any attend and participate in such filingmeeting or conference.
(c) Subject to Section 6.7(d), presentation TriQuint and RFMD shall use reasonable best efforts to take, or submissioncause to be taken, all actions necessary to consummate the Mergers and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.7(d), each of the Stockholder and GHX need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) party to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt ofthis Agreement: (i) any comments from any officials of any Governmental Body shall make all filings and give all notices required to be made and given by such party in connection with any filings made pursuant hereto or the Mergers and the other Contemplated Transactions; (ii) shall use reasonable best efforts to obtain each Consent required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Mergers or any of the other Contemplated Transactions; and (iii) shall use reasonable best efforts to defend against (or, if imposed, lift) any restraint, injunction or other legal bar to the Merger, including any request for preliminary relief.
(d) Notwithstanding anything to the contrary contained in this Section 6.7, none of TriQuint, Trident Merger AgreementSub, Parent, RFMD or Rocky Merger Sub (or any of their respective Subsidiaries) shall have any obligation under this Agreement or in connection with the Contemplated Transactions: (i) to divest or agree to divest (or cause any of their respective Subsidiaries to divest or agree to divest) any of their respective businesses, product lines or assets, or to take or agree to take (or cause any of their respective Subsidiaries to take or agree to take) any other action or agree (or cause any of their respective Subsidiaries to agree) to any limitation or restriction on any of their respective businesses, product lines or assets; or (ii) to license or otherwise make available (or cause any of their respective Subsidiaries to license or otherwise make available) to any Person, any technology, software or other Intellectual Property or Intellectual Property Right; provided, however, that TriQuint and RFMD shall be required to take (and to cause their respective Subsidiaries to take) the actions set forth in clauses “(i)” and “(ii)” of this Section 6.7(d) if, but only if, such actions, considered collectively, (A) are not reasonably expected to result in a reduction of the combined annual consolidated revenues of the TriQuint Corporations and the RFMD Corporations, collectively, of more than $50,000,000 (using the applicable revenues of the TriQuint Corporations and the RFMD Corporations for the 12 months ending December 31, 2013 in determining whether the threshold set forth in this sentence is reasonably expected to be exceeded), and (iiB) any request would not reasonably be expected to result in a material and adverse effect on the benefits TriQuint and RFMD intend to achieve through the transactions contemplated by any officials of any Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of the Merger this Agreement, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate with respect to the filing by GHX with the applicable Governmental Body of such amendment or supplement.
Appears in 1 contract
Regulatory Approvals and Related Matters. (a) Each party shall use reasonable efforts to file, as promptly as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions. Without limiting the generality of the foregoing, the Company and Parent shall, as promptly as practicable after the date of this Agreement, prepare and file the notifications required under the HSR Act and under any other Legal Requirement that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition (collectively, “Antitrust Laws”) required to consummate the Merger in connection with the Merger. The Company and Parent shall use reasonable efforts to respond as promptly as practicable to: (i) any inquiries or requests (including any “second request” for information) received from the Federal Trade Commission or the U.S. Department of Justice (“FTC/DOJ”) for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters.
(b) Parent, Merger Sub and the Company each shall promptly supply the other parties with any information that may be required in order to effectuate any filings or applications pursuant to Section 5.6(a). Except where prohibited by applicable Legal Requirements, and subject to the Confidentiality Agreement, each of the Stockholder Company and GHX shall Parent shall, (i) consult with the other party prior to taking a position with respect to any filing required under Section 5.6(asuch filing, (ii) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX any party to this Agreement in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, (iii) coordinate with the other in preparing and exchanging such information information, and (iv) promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX such party with any Governmental Body in connection with this Agreement, the Merger Agreement or the Contemplated Transactions; provided that provided, however, with respect to any such filing, presentation or submission, each of Parent and the Stockholder and GHX Company need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX .
(c) Each party will notify the Stockholder other promptly upon the receipt of: (i) any comments from any officials of any Governmental Body in connection with any filings made pursuant hereto or pursuant to the Merger this Agreement, and (ii) any request by any officials of any Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of the Merger Agreement), GHX each party will promptly inform the Stockholder other of such occurrence and the Stockholder and GHX will cooperate with respect to the in filing by GHX with the applicable Governmental Body of such amendment or supplement.
(d) Parent and the Company shall use reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other Contemplated Transactions; and (ii) shall use reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other Contemplated Transactions, including, but not limited to, (A) entering into negotiations with any applicable Governmental Body; (B) providing information required by law or governmental regulation; and (C) substantially complying with any “second request” for information pursuant to Antitrust Law.
(e) If any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violating any Antitrust Law, Parent, Merger Sub and the Company shall use their reasonable efforts to: (i) contest, resist or resolve any such proceeding or action; and (ii) to have vacated, lifted, reversed or overturned any injunction resulting from such proceeding or action. Except as would reasonably be expected to be material to either Parent and its Subsidiaries (but excluding the Surviving Corporation) on the one hand, or the Company and its Subsidiaries on the other hand, Parent shall propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or, effective as of the Effective Time, the Surviving Corporation, or their respective Subsidiaries, or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of Parent, the Surviving Corporation or their respective Subsidiaries, in order to avoid the entry of, or to effect the dissolution of, any Order issued pursuant to any Antitrust Law, which would have the effect of preventing or delaying the Effective Time beyond the Outside Date.
Appears in 1 contract
Sources: Merger Agreement (Connetics Corp)
Regulatory Approvals and Related Matters. Except where prohibited by applicable Legal Requirements(a) Each party shall use its reasonable best efforts to file, and subject to as soon as practicable after the Confidentiality date of this Agreement, the Stockholder all notices, reports and GHX shall consult other documents required to be filed by such party with the other party prior to taking a position any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any filing required under Section 5.6(a) additional information requested by any such Governmental Body. Without limiting the generality of the Merger foregoing, the Company and Parent shall, promptly after the date of this Agreement, shall permit prepare and file: (i) the notification and report forms required to be filed under the HSR Act; (ii) any notification or other document required to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX be filed in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement under any applicable foreign Legal Requirement relating to antitrust or competition matters; and (iii) any notification or report required by the National Industrial Security Program Operating Manual (DOD 5220.22-M) for facility and personnel security clearances, and any related Department of Energy regulations. The Company and Parent shall respond as promptly as practicable to: (A) any inquiries or requests received from the Federal Trade Commission or the Contemplated TransactionsDepartment of Justice for additional information or documentation; (B) any inquiries or requests received from any state attorney general, coordinate with the foreign antitrust or competition authority or other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with any Governmental Body in connection with this Agreementantitrust or competition matters; and (C) any inquiries or requests received from the Defense Security Service or the Department of Energy in connection with facility and personnel security clearances. At the request of Parent, the Merger Agreement Company shall agree to divest, sell, dispose of, hold separate or the Contemplated Transactions; provided that otherwise take or commit to take any other action with respect to any of the businesses, product lines or assets of the Acquired Corporations, provided that any such filingaction is conditioned upon the consummation of the Merger.
(b) Subject to the limitations set forth in Sections 5.6(c), presentation 5.12(a) and 8.3(f), Parent and the Company shall use their reasonable best efforts to take, or submissioncause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to the limitations set forth in Sections 5.6(c), 5.12(a) and 8.3(f), each of the Stockholder and GHX need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) party to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt ofthis Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party or any comments from of its Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement; (ii) shall use its reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any officials applicable Legal Requirement or Contract, or otherwise) by such party or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement; and (iii) shall use its reasonable best efforts to lift any restraint, injunction or other legal bar to the Merger or any of the other transactions contemplated by this Agreement. Each of Parent and the Company shall provide the other party with a copy of each proposed filing with or other submission to any Governmental Body in connection with relating to any filings made pursuant hereto or pursuant to of the Merger transactions contemplated by this Agreement, and (ii) any request by any officials of any Governmental Body for amendments shall give the other party a reasonable time prior to making such filing or supplements other submission in which to any filings made pursuant to, review and comment on such proposed filing or information provided other submission. The Company shall promptly deliver to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of the Merger Agreement, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate with respect to the filing by GHX with the applicable Governmental Body of such amendment or supplement.Parent a
Appears in 1 contract
Regulatory Approvals and Related Matters. Except where prohibited (a) Each Party shall cooperate with each other Party and shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by applicable Legal Requirementssuch party in connection with any Governmental Entity, with respect to the Merger and the transactions contemplated hereby, and subject to submit promptly any information reasonably requested by any Governmental Entity. Each of the Company and Parent shall give the other Party prompt notice of the commencement or known threat of commencement of any Legal Proceeding by or before any Governmental Entity with respect to the Confidentiality AgreementContemplated Transactions, the Stockholder and GHX shall consult with keep the other party prior reasonably informed as to taking a position the status of any such Legal Proceeding or threat, and in connection with respect any such Legal Proceeding, each of the Company or Parent will permit authorized representatives of the other party to be present at each meeting or conference relating to any filing such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such Legal Proceeding.
(b) Subject to the immediately following sentence, Parent and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the Contemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.3(c), each Party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required under to be made and given by such party in connection with the Contemplated Transactions; (ii) shall use reasonable best efforts to obtain each of the Consents set forth on Section 5.6(a6.3(b) of the Merger AgreementCompany Disclosure Letter (the “Required Consents”); and (iii) shall use reasonable best efforts to lift any restraint, injunction or other legal bar to the Offer or the Merger.
(c) Notwithstanding anything to the contrary contained in this Section 6.3, neither Parent, Purchaser or the Company shall permit have any obligation under this Agreement to divest or agree to divest (or cause any of its Subsidiaries to divest or agree to divest) any of its respective material businesses, material product lines or material assets, or to take or agree to take (or cause any of its Subsidiaries to take or agree to take) any other material action or agree (or cause any of its Subsidiaries to agree) to any material limitation or material restriction on any of its respective material businesses, material product lines or material assets and neither Parent, Purchaser or the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting Company shall do any of the foregoing to without the prior consent of the other parties.
(d) The Company and Parent each shall promptly furnish the other with copies of notice or other communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries from any third party and/or any Governmental Body by or on behalf of GHX in connection Entity with any investigations or proceedings in connection with this Agreement, the Merger Agreement or respect to the Contemplated Transactions, coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with any Governmental Body in connection with this Agreement, the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, each of the Stockholder and GHX need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt of: (i) any comments from any officials of any Governmental Body in connection with any filings made pursuant hereto or pursuant to the Merger Agreement, and (ii) any request by any officials of any Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) of the Merger Agreement, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate with respect to the filing by GHX with the applicable Governmental Body of such amendment or supplementthan immaterial communications.
Appears in 1 contract
Regulatory Approvals and Related Matters. Except where prohibited (a) Each party shall cooperate with each other party and shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by applicable Legal Requirementssuch party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and subject to submit promptly any information reasonably requested by any Governmental Body. Each of the Confidentiality Agreement, the Stockholder Company and GHX Parent shall consult with give the other party prior to taking a position prompt notice upon becoming aware of the commencement or known threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to any filing required under Section 5.6(a) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views or any of the other in connection withContemplated Transactions, keep the other party reasonably informed as to the status of any analysessuch Legal Proceeding or threat, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by GHX with any Governmental Body in connection with this Agreement, the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submissionLegal Proceeding, each of the Stockholder and GHX need not supply Company or Parent will permit authorized representatives of the other (party to be present at each meeting or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access conference relating to any such properties Legal Proceeding and to have access to and be consulted in connection with any document, opinion or information proposal made or submitted to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt of: (i) any comments from any officials of any Governmental Body in connection with any such Legal Proceeding.
(b) Parent and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made pursuant hereto or and given by such party (pursuant to any applicable Legal Requirement or Contract, or otherwise) in connection with the Merger Agreement, and the other Contemplated Transactions; (ii) any request by any officials of any Governmental Body for amendments or supplements shall use reasonable best efforts to any filings made obtain each Consent (if any) required to be obtained (pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other Contemplated Transactions (provided, that in no event occurs that is shall Parent, Purchaser or the Company be required to be set forth in an amendment pay any monies or supplement agree to any filing made pursuant material undertaking in connection with the foregoing); and (iii) shall use reasonable best efforts to Section 5.6(a) of the Merger Agreementlift any restraint, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate with respect injunction or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such consent obtained by GHX with the applicable Governmental Body of such amendment or supplementCompany during the Pre-Closing Period.
Appears in 1 contract
Sources: Merger Agreement (Applied Genetic Technologies Corp)
Regulatory Approvals and Related Matters. (a) Each party shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, as promptly as reasonably practicable after the date of this Agreement, prepare and file: (i) the notification and report forms required to be filed or other documentation required under the HSR Act and (ii) any notification or other document required to be filed in connection with the Merger under any applicable foreign Legal Requirement relating to antitrust or competition matters, including in any Specified Foreign Jurisdiction (as defined in Section 6.5), and shall use reasonable best efforts to obtain as promptly as practicable the expiration or termination of applicable waiting periods or applicable Consents thereunder. The Company and Parent shall respond as promptly as reasonably practicable to: (A) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation; and (B) any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Body in connection with antitrust or competition matters.
(b) Subject to the confidentiality provisions of the Confidentiality Agreement, Parent and the Company each shall promptly supply the other with any information which may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) Section 5.6(a). Except where prohibited by applicable Legal RequirementsRequirements or any Governmental Body, and subject to the confidentiality provisions of the Confidentiality Agreement, each of Parent and the Stockholder and GHX Company shall (each through its counsel): (i) consult with the other party prior to taking a position with respect to any filing required under Section 5.6(asuch filing; (ii) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of GHX any party hereto in connection with any investigations or proceedings in connection with Legal Proceeding related solely to this Agreement, the Merger Agreement or the Contemplated Transactionstransactions contemplated hereby (including any such Legal Proceeding relating to any antitrust, competition or fair trade Legal Requirement); (iii) coordinate with the other in preparing and exchanging such information information; and (iv) promptly provide the other (and its counsel) with copies of all filings, presentations or notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) made or submitted by GHX such party with or to any Governmental Body in connection with related solely to this Agreement, the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, transactions contemplated by this Agreement.
(c) Each of Parent and the Company shall (each of the Stockholder and GHX need not supply the other (or through its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder other promptly upon the receipt of: (i) any comments communication from any officials official of any Governmental Body in connection with any filings filing made pursuant hereto to this Agreement; (ii) knowledge of the commencement or pursuant threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger Agreement, (and shall keep the other party informed as to the status of any such Legal Proceeding or threat); and (iiiii) any request by any officials official of any Governmental Body for amendments any amendment or supplements supplement to any filings filing made pursuant to, to this Agreement or any information provided required to comply in all material respects with, with any Legal Requirements applicable Legal Requirementsto the Merger. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a) ), Parent or the Company, as the case may be, shall (promptly upon learning of the Merger Agreement, GHX will promptly occurrence of such event) inform the Stockholder other of the occurrence of such occurrence event and the Stockholder and GHX will cooperate with respect to the in filing by GHX with the applicable Governmental Body of such amendment or supplement.
(d) Parent and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to consummate the Merger as soon as reasonably practicable after the date of this Agreement. Without limiting the generality of the foregoing, each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party or any of its Subsidiaries in connection with the Merger; (ii) shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party from any third party in connection with the Merger; and (iii) shall use reasonable best efforts to lift any restraint, injunction or other legal bar to the Merger. Without limiting the foregoing, neither the Company, on the one hand, nor Parent or Merger Sub, on the other hand, shall enter into any voluntary agreement with any Governmental Body agreeing not to consummate the Merger for any period of time without the consent of the other, which consent shall not be unreasonably withheld.
Appears in 1 contract
Regulatory Approvals and Related Matters. (a) Subject to compliance with applicable Legal Requirements, Parent shall use commercially reasonable efforts to provide to the Company, and the Company shall use commercially reasonable efforts to provide to Parent, as promptly as practicable any information that is required in order to effectuate any filings or applications by Parent or the Company pursuant to Section 6.7(b). Except where prohibited by applicable Legal Requirements, and subject to the Confidentiality Agreement, each of the Stockholder Company and GHX Parent shall use commercially reasonable efforts to: (i) consult with the other party prior to taking a position with respect to any filing required under Section 5.6(a) of the Merger Agreement, shall permit the other to review and discuss in advance, and consider in good faith the views of the other party regarding material positions being taken in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing material filings to any Governmental Body by or on behalf of GHX be made under Antitrust Laws in connection with any investigations or proceedings in connection with this Agreement, the Merger Agreement or the Contemplated Transactions, coordinate with the other in preparing and exchanging such information and promptly Arrangement; (ii) provide the other (and its counsel) as promptly as practicable with copies of all filings, presentations or material filings and material written submissions (and a summary of any oral presentations) made by GHX such party with any Governmental Body under any Antitrust Law in connection with the Arrangement.
(b) Except as otherwise provided in this Agreement, each party shall use commercially reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Arrangement and the other Contemplated Transactions. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act and under any other Legal Requirement that is designed to prohibit, restrict or regulate foreign investment or actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”) in connection with the Contemplated Transactions. The Company and Parent shall use commercially reasonable efforts to respond as promptly as practicable to: (i) any inquiries or requests (including any “second request”) received from the Federal Trade Commission or the U.S. Department of Justice for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters.
(c) Subject to Section 6.7(d), Parent and the Company shall use commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Arrangement and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.7(d), each party to this Agreement, the Merger Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, each of the Stockholder and GHX need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. GHX will notify the Stockholder promptly upon the receipt of: (i) any comments from any officials of any Governmental Body shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with any filings made pursuant hereto or the Arrangement and the other Contemplated Transactions; (ii) shall use commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger Arrangement; and (iii) shall use commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Arrangement.
(d) Notwithstanding anything to the contrary contained in this Section 6.7 or elsewhere in this Agreement, Parent shall have no obligation under this Agreement: (i) to sell, divest, or dispose of or agree to sell, divest, or dispose of (or cause any of its Subsidiaries or any of the Acquired Corporations to sell, divest, or dispose of or agree to sell, divest, or dispose of) any of its respective material businesses, product lines, properties or assets, or to take or agree to take (or cause any of its Subsidiaries or any of the Acquired Corporations to take or agree to take) any other action or agree (or cause any of its Subsidiaries or any of the Acquired Corporations to agree) to any material limitation or restriction on any of its respective businesses, product lines, properties or assets and (ii) to license or otherwise make available (or cause any request by of its Subsidiaries or any officials of any Governmental Body for amendments the Acquired Corporations to license or supplements otherwise make available) to any filings made pursuant toPerson, any material Intellectual Property, or information provided to comply in all material respects with, commit to cause any applicable Legal Requirements. Whenever any event occurs that is required of the Acquired Corporations to be set forth in an amendment license or supplement otherwise make available to any filing made pursuant Person any material Intellectual Property. Parent shall use its commercially reasonable efforts to Section 5.6(a) contest any Legal Proceeding relating to the Arrangement or any of the Merger Agreement, GHX will promptly inform the Stockholder of such occurrence and the Stockholder and GHX will cooperate with respect to the filing by GHX with the applicable Governmental Body of such amendment or supplementother Contemplated Transactions.
Appears in 1 contract